CoinShares H1 loss, seeks 25% share buyback
CoinShares swung to a H1 2026 net loss amid sharp crypto-market declines but maintained strong capital, net inflows and is seeking approval for a major share buyback authorization.
Rhea-AI Filing Summary
CoinShares PLC (CSHR) reported a difficult but resilient first half of 2026, with total revenue of $51.4 million, down 35.7% from H1 2025, and total revenue and gains from operations of $38.3 million versus $102.4 million a year earlier. Asset Management revenue fell to $40.0 million and Capital Markets revenue to $11.4 million as lower digital asset prices and reduced risk deployment weighed on results.
Segment EBITDA was $21.6 million in H1 2026, down from $59.0 million, but still delivered an approximately 42% margin and remained positive in both quarters. The company recorded an operating loss of $5.1 million and a net loss of $23.9 million, compared with operating income of $75.9 million and net income of $77.6 million in H1 2025, largely due to market-driven valuation movements, a $15.4 million unrealized loss on treasury digital assets, and costs tied to the Nasdaq listing and historic option plan settlement.
Assets under management were $5.52 billion at June 30, 2026, down from $7.40 billion at December 31, 2025, but CoinShares generated $27.6 million of net inflows, led by $155.9 million into CoinShares Physical. AUM subsequently recovered to $6.93 billion by August 31, 2026. The balance sheet remained strong with $453 million of net assets, no long-term debt after repaying a Reyl facility, and an Available Capital Position of $413.9 million, including $116.7 million of liquid assets and $284.6 million of earned and accrued XBT management fees. The board is seeking shareholder authority for a multi-year share repurchase program of up to 32.9 million shares, representing 25% of shares outstanding.
Positive
- $27.6 million of net inflows in H1 2026, including $155.9 million into CoinShares Physical, show resilient client demand despite a sharp digital asset market decline.
- Strong balance sheet with $453 million of net assets, $413.9 million Available Capital Position, and no long-term debt after repaying the Reyl facility enhances financial flexibility.
- Segment EBITDA remained positive at $21.6 million with an approximately 42% margin, indicating underlying operating profitability in a stressed market environment.
- Post-period recovery lifted AUM from $5.52 billion at June 30 to $6.93 billion by August 31, 2026, and reduced the unrealized loss on treasury digital assets from $15.4 million to about $3.56 million year-to-date.
- The board is seeking approval for a 5-year share repurchase program of up to 32.9 million shares (25% of shares outstanding), signaling willingness to return capital to shareholders.
Negative
- Total revenue declined 35.7% year over year to $51.4 million, with total revenue and gains from operations falling to $38.3 million from $102.4 million, reflecting severe market pressure and lower activity.
- Profitability deteriorated sharply, moving from operating income of $75.9 million and net income of $77.6 million in H1 2025 to an operating loss of $5.1 million and net loss of $23.9 million in H1 2026.
- Assets under management dropped from $7.40 billion at December 31, 2025 to $5.52 billion at June 30, 2026, and Available Capital Position decreased from $481.4 million to $413.9 million.
- Capital Markets performance weakened, with segment revenue and gains down to $14.9 million from $26.5 million and Segment EBITDA falling to $7.1 million from $21.3 million.
Filing Explained
The completed recapitalization left 131.8 million ordinary shares outstanding and added warrants that can create further shares.
This Form 6-K is an interim report for a foreign private issuer and states that the reverse recapitalization completed on
At completion, the company issued 119,522,880 ordinary shares to existing CSIL shareholders, 6,564,647 shares to a PIPE investor, 1,292,681 shares to non-redeeming Vine Hill shareholders, and 4,400,001 shares to the sponsor.
The resulting ordinary-share balance was 131,780,209 shares at
The company also assumed 10,999,993 public warrants, each exercisable for one ordinary share at $11.50; these represent potential future share issuance, not shares issued currently, and expire on
The proposed repurchase remains subject to the shareholder vote scheduled for
Key Figures
Key Terms
Segment EBITDA financial
XBT Pricing Differential financial
Available Capital Position financial
reverse recapitalization financial
emerging growth company regulatory
certificate liabilities financial
Earnings Snapshot
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 Under the
Securities Exchange Act of 1934
For the month of September
Commission File Number:
(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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On September 14, 2026, CoinShares PLC (the “Company”) issued a press release announcing its financial results as of and for the six months ended June 30, 2026. A copy of the press release is attached to this Report on Form 6-K as Exhibit 99.1.
On September 14, 2026, the Company posted an investor presentation on the investor relations section of its website, which is located at https://investor.coinshares.com/. A copy of the investor presentation is attached to this Report on Form 6-K as Exhibit 99.2.
Exhibit 99.3 to this Report on Form 6-K contains the Unaudited Consolidated Interim Financial Statements as of and for the six months ended June 30, 2026 of the Company and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release, dated September 14, 2026. | |
| 99.2 | Investor Presentation, dated September 14, 2026. | |
| 99.3 | CoinShares PLC’s Unaudited Consolidated Interim Financial Statements as of and for the six months ended June 30, 2026 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101). |
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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.
| Date: September 14, 2026 | COINSHARES PLC | |
| By: | /s/ Jean-Marie Mognetti | |
| Jean-Marie Mognetti | ||
| Chief Executive Officer | ||
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Exhibit 99.1
CoinShares Announces First Half 2026 Results
Positive net flows despite a sharp digital asset market decline; strong balance sheet with $453 million of net assets and no long-term debt
JERSEY, Channel Islands — September 14, 2026 — CoinShares PLC (Nasdaq: CSHR) (“CoinShares” or the “Company”, together with its subsidiaries, the “Group”), a leading global asset manager specialising in digital assets, today announced its financial results for the six months ended June 30, 2026.
First Half 2026 Highlights
| ● | Total revenue of $51.4 million, compared with $80.0 million in H1 2025. Asset Management revenue was $40.0 million (H1 2025: $59.6 million), principally reflecting lower average Assets Under Management (“AUM”) following the decline in digital asset prices. Capital Markets revenue was $11.4 million (H1 2025: $22.1 million), with a further $3.4 million of gains from operations, resulting in Capital Markets Segment revenue and gains of $14.9 million (H1 2025: $26.5 million). |
| ● | Total AUM of $5.5 billion as of June 30, 2026, compared with $7.4 billion as of December 31, 2025. The decline in AUM was driven by market performance rather than net redemptions, with the Group generating $27.6 million of net inflows during the period. |
| ● | CoinShares Physical attracted $155.9 million of net inflows, partially offset at Group level by $104.6 million of net outflows from the legacy CoinShares XBT Provider platform. |
| ● | Operating loss was $5.1 million, compared with operating income of $75.9 million in H1 2025, while Segment EBITDA was $21.6 million, demonstrating continued underlying profitability despite the challenging market environment. Net loss was $23.9 million, including a $16.6 million unrealized loss arising from the XBT Pricing Differential and a $15.4 million unrealized loss on treasury digital asset holdings, together with one-time costs associated with the Nasdaq listing and settlement of a historic option plan. |
| ● | Strong balance sheet, with approximately $453 million of net assets, no long-term debt and an Available Capital Position of approximately $413.9 million, including approximately $284.6 million of earned and accrued CoinShares XBT management fees. |
| ● | The Board is seeking shareholder authority to establish a share repurchase program at the EGM scheduled for September 15, 2026, providing the Company with an additional capital allocation tool alongside continued investment in organic growth and selective acquisitions. |
| ● | Continued strategic progress across active alternative strategies, on-chain investment capabilities and the Group's regulated product range, including the expansion of staking products, progress following the acquisition of Bastion (completed in early September), development of initiatives with Kiln and Railnet, and the launch in July of the Company's first Bitcoin Mining UCITS ETF. |
CEO Commentary
Jean-Marie Mognetti, Co-Founder, President and Chief Executive Officer of CoinShares, said:
“The first half of 2026 was one of the most difficult digital asset markets in recent years, with bitcoin declining by approximately one-third between January and June. Against that backdrop, CoinShares generated $21.6 million of Segment EBITDA at a 42% margin, with positive Segment EBITDA in both quarters, while recording positive net flows across the Group.
What matters particularly to me is what our clients did. CoinShares Physical, our European growth platform, attracted approximately $156 million of net new assets during the half, even as digital asset markets declined sharply. The fall in our overall AUM was therefore principally a price effect rather than a flow effect, demonstrating the resilience of our core European franchise through a difficult market.
Our reported net loss of $23.9 million reflects a number of items that create a significant difference between our GAAP result and the operating performance reflected in Segment EBITDA, including unrealized movements in treasury digital assets and the XBT Pricing Differential, as well as one-time costs associated with our Nasdaq listing and the settlement of a historic option plan.
Since the end of the half, digital asset markets have begun to recover, increasing our AUM and partially reversing the unrealized loss on our treasury holdings. While we do not manage the business around short-term market movements, the subsequent recovery illustrates the distinction between market-driven movements in our reported results and the underlying performance of the operating platform.
Having repaid our Reyl Intesa loan, we enter the second half with no long-term debt, approximately $453 million of net assets and substantial available capital. This gives us the capacity both to invest behind the continued development of the platform and to return capital where we believe that is the better use of it, including through a share repurchase program for which the Board is seeking shareholder authority at the upcoming EGM.
This is our first half-year report since listing on Nasdaq. We are building CoinShares for the long term: a regulated investment platform combining investment products, market infrastructure and blockchain-native technology, with a simple purpose: to make the frontier investable.”
Revenue and Gains from Operations
Total revenue for H1 2026 was $51.4 million, compared with $80.0 million in H1 2025, a decrease of 35.7%.
Including gains and losses from operations, total revenue and gains from operations were $38.3 million, compared with $102.4 million in H1 2025. This measure includes movements arising from the valuation of digital assets and digital asset ETPs and the corresponding certificate liabilities, including the XBT Pricing Differential.
The XBT Pricing Differential arises because certain certificate liabilities and the digital assets held to hedge substantially the same underlying economic exposure are measured using the observable market prices applicable to the respective instruments. Differences between those pricing references can therefore create unrealized accounting gains or losses even where the Group's underlying economic exposure has not materially changed.
Asset Management
Asset Management revenue was $40.0 million, compared with $59.6 million in H1 2025, a decrease of 32.9%.
The decline was principally attributable to lower average AUM following the decline in digital asset prices during the period. On an average AUM basis, the Group's indicative blended Asset Management fee rate has shown a slight decline since H1 2025. The reduction primarily reflects product mix rather than broad-based fee compression. BLOCK Index, which carries a fee of 32.5 basis points, grew to $1.559 billion, from $1.333 billion as of December 31, 2025 — even as digital asset prices fell broadly. Its growing, lower-fee share of AUM has weighed on the blended rate, while its differentiated performance relative to digital asset prices illustrates the value of a diversified product mix. In February 2026, the Company reduced the management fee on its flagship physically backed bitcoin ETP from 25 to 15 basis points.
Asset Management Segment EBITDA was $27.5 million for H1 2026, compared with $46.3 million in H1 2025.
Despite the overall AUM decrease, the Group's Asset Management business continued to generate positive net flows. CoinShares Physical generated approximately $155.9 million of net inflows during H1, while the Group's legacy CoinShares XBT Provider platform recorded approximately $104.7 million of net outflows.
The contrasting flow profiles reflect the continuing evolution of the Group's European product base as its newer physically backed platform continues to scale.
Capital Markets
Capital Markets revenue was $11.4 million, compared with $20.3 million in H1 2025, a decrease of 43.8%. This comprises staking, lending, and other revenue generated in support of the Group's product platform.
In addition, the segment generated net gains from trading and other Capital Markets activities of $3.4 million (H1 2025: $4.3 million), which are gains from operations rather than revenue under U.S. GAAP. Together, Capital Markets Segment revenue and gains — which excludes the XBT Pricing Differential — were $14.9 million, compared with $26.5 million in H1 2025, a decrease of 43.9%. Capital Markets puts the Group's infrastructure and balance sheet to work across staking, trading, market-making, lending and liquidity provision. Performance across these activities is influenced by different market and capital deployment dynamics.
Capital Markets Segment EBITDA was $7.1 million for H1 2026, compared with $21.3 million in H1 2025.
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During H1 2026, lower digital asset prices reduced staking income; management deliberately reduced the amount of capital deployed to lending activities in line with the Group's risk appetite; and trading gains moderated as market liquidity and the availability of attractive risk-adjusted opportunities declined.
The reduction in lending activity represented a deliberate capital allocation decision rather than a constraint on the Group's lending capabilities.
Profitability
Segment EBITDA for H1 2026 was $21.6 million, compared with $59.0 million in H1 2025, representing a Segment EBITDA margin of approximately 42%. Segment EBITDA was positive in both quarters of the first half.
The year-over-year decline principally reflected lower revenue resulting from reduced average AUM and lower Capital Markets activity against an operating cost base that included costs associated with the Company's Nasdaq listing and transition to U.S. public-company reporting requirements.
The Company reported an operating loss of $5.1 million, compared with operating income of $75.9 million in H1 2025, and a net loss of $23.9 million, compared with net income of $77.6 million in H1 2025.
The difference between Segment EBITDA and the reported net result principally reflects items excluded from the segment performance measure, including the XBT Pricing Differential, share-based compensation and costs associated with settlement of a historic option plan, depreciation and amortization, financing items, fair-value movements on investments and a $15.4 million unrealized loss on treasury digital asset holdings.
A reconciliation of Segment EBITDA to the applicable U.S. GAAP measure is provided below.
Assets Under Management (AUM) and Flows
Total AUM was approximately $5.52 billion as of June 30, 2026, compared with approximately $7.40 billion as of December 31, 2025.
The decline was driven by adverse market movements during the period rather than net redemptions. The Group generated approximately $27.6 million of net inflows during H1 2026, partially offsetting the impact of declining digital asset prices.
CoinShares Physical, the Company's physically backed platform launched in 2021, generated approximately $155.9 million of net inflows during the half, representing one of its strongest first-half flow performances since launch.
European crypto ETPs continued to attract net new assets during the period, with CoinShares capturing close to 15% of European net inflows.
The Group publishes a detailed breakdown of AUM and flows by listed security on its investor relations website following each month-end, which can be found at https://investor.coinshares.com/financials#aum. The information on the investor-relations website is not intended to be incorporated into this release or the accompanying Form 6-K.
Post-Period Update
Following the end of the reporting period, digital asset prices recovered from their June 30 levels. As of August 31, 2026, Group AUM had increased to approximately $6.93 billion, compared with $5.52 billion as of June 30, 2026. The recovery also favourably impacted the Group's treasury digital asset holdings, with the year-to-date unrealized loss on those holdings reducing to approximately $3.56 million as of August 31, 2026, compared with $15.4 million as of June 30, 2026.
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Balance Sheet and Capital Allocation
As of June 30, 2026, CoinShares had approximately $453 million of net assets and no long-term debt.
During the period, the Group repaid its long-term debt facility with Reyl.
Management does not evaluate the Group's financial resources solely by reference to cash at bank because a significant portion of its capital is deployed in liquid assets and receivables supporting its investment products and Capital Markets activities.
The Group therefore also monitors an Available Capital Position, which was approximately $413.9 million as of June 30, 2026, compared with $481.4 million as of December 31, 2025. The decrease primarily reflected repayment of the Group's long-term borrowings, dividend distributions, settlement of the historic share option plan, the contraction of the cumulative XBT Pricing Differential and losses on treasury digital assets, partially offset by positive Segment EBITDA generated during the period.
The June 30, 2026, Available Capital Position included approximately $116.7 million of liquid assets and approximately $284.6 million of earned and accrued CoinShares XBT management fees. These accrued fees represent management fees already earned within the XBT Provider platform that the Group elects to realize upon investor redemption of the underlying notes.
Although the Group holds certain treasury digital assets that are exposed to market movements, it does not maintain material directional digital asset exposure as part of its core operating strategy.
The Company's balance sheet provides flexibility to invest organically in the continued development of its platform, pursue selective acquisitions where management believes they can create attractive returns, and return capital to shareholders where appropriate.
Consistent with this approach, the Board is seeking authority from shareholders to establish a share repurchase program. Any repurchases will be made at the Board's discretion, subject to market conditions, applicable law and regulatory requirements. The Company is under no obligation to repurchase any specific number of shares.
Strategic Progress
CoinShares continues to develop its investment platform around three priorities: strengthening its core European franchise, expanding its active and blockchain-native investment capabilities, and selectively extending the platform into new markets.
In Europe, the Group continued to expand its regulated product offering and distribution. The Group also expanded its passive product range with staking products providing exposure to Hyperliquid and BNB.
In active investment management, the preparatory steps for the integration of Bastion continued during the period, with clients commencing novation over to CoinShares and the business generating its first revenues for the Group. CoinShares is also developing blockchain-native investment capabilities through initiatives involving Kiln and Railnet.
In July, following the end of the reporting period, CoinShares launched its first Bitcoin Mining UCITS ETF, extending the Group's investment offering further into the digital asset value chain and complementing its U.S.-listed bitcoin mining equity strategy, WGMI.
These initiatives reflect the Group's strategy of building an integrated investment platform rather than a sequence of individual products, spanning passive and active investment strategies and both traditional and blockchain-native infrastructure.
Non-GAAP Financial Measures & Operating Metrics
This press release includes certain non-GAAP financial measures including Revenue and Gains from Operations, and Available Capital Position.
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Management believes these measures provide useful supplemental information to investors by enhancing the understanding of the Group's financial performance and position. 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, and the XBT Pricing Differential. 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.
Revenue and gains from operations:
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Revenue | $ | 51,438 | $ | 79,950 | $ | (28,512 | ) | (35.7 | )% | |||||||
| Loss on digital assets and digital asset ETPs | (1,877,339 | ) | (179,106 | ) | (1,698,233 | ) | 948.2 | % | ||||||||
| Gain on certificate liabilities | 1,754,778 | 86,169 | 1,668,609 | 1936.4 | % | |||||||||||
| Other operating gains | 109,430 | 115,403 | (5,973 | ) | (5.2 | )% | ||||||||||
| Total | $ | 38,307 | $ | 102,416 | $ | (64,109 | ) | (62.6 | )% | |||||||
The significant gross movements in losses on digital assets and gains on certificate liabilities primarily reflect the accounting presentation of assets held to hedge the Group's certificate liabilities and should be considered together when evaluating their economic effect.
Available Capital Position:
| Period Ended June 30, | Year Ended December 31, | Percent | ||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Cash and cash equivalents | $ | 47,068 | $ | 64,243 | $ | (17,175 | ) | (26.7 | )% | |||||||
| Digital assets - held for operations | 2,515,483 | 3,974,713 | (1,459,230 | ) | (36.7 | )% | ||||||||||
| Digital assets - held as treasury | 26,687 | 33,354 | (6,667 | ) | (20.0 | )% | ||||||||||
| Digital asset exchange traded products | 640,116 | 1,145,428 | (505,312 | ) | (44.1 | )% | ||||||||||
| Digital asset receivables, net | 238,969 | 108,517 | 130,452 | 120.2 | % | |||||||||||
| Total assets | 3,468,323 | 5,326,255 | (1,857,932 | ) | (34.9 | )% | ||||||||||
| - | ||||||||||||||||
| XBT Certificate Liabilities | (1,358,004 | ) | (2,465,007 | ) | 1,107,003 | (44.9 | )% | |||||||||
| XBT CS Physical Certificate Liabilities | (1,326 | ) | (1,279 | ) | (47 | ) | - | |||||||||
| CS Physical Certificate Liabilities | (1,406,792 | ) | (2,041,154 | ) | 634,362 | (31.1 | )% | |||||||||
| Digital asset payables | (114,764 | ) | (168,374 | ) | 53,610 | (31.8 | )% | |||||||||
| Amounts due to brokers | (173,582 | ) | (169,086 | ) | (4,496 | ) | 2.7 | % | ||||||||
| Total liabilities | (3,054,468 | ) | (4,844,900 | ) | 1,790,432 | (37.0 | )% | |||||||||
| Net | 413,855 | 481,355 | (67,500 | ) | (14.0 | )% | ||||||||||
| of which: accrued fee | 284,594 | 280,020 | 4,574 | 1.6 | % | |||||||||||
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Within the Group's Available Capital Position is the cumulative unrealized impact of the XBT Pricing Differential, which amounted to $10.2 million as of June 30, 2026, compared with $26.9 million as of December 31, 2025.
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 Group elects to realize these balances upon investor redemption of the underlying notes rather than as they are earned and therefore includes them within Available Capital.
Segment EBITDA:
Segment EBITDA is the measure used by the Company's Chief Operating Decision Maker to assess segment performance and allocate resources. It comprises revenue and gains attributable to the Group's operating segments less directly attributable and administrative operating costs and excludes certain items including share-based compensation, depreciation and amortization, interest income and expense, gains or losses on treasury digital assets, fair-value gains or losses on investments, impairment of equity-method investments and the XBT Pricing Differential.
Management believes Segment EBITDA provides useful supplemental information regarding the operating performance of the Group's business segments. Segment EBITDA should be considered together with, and not as a substitute for or superior to, the Company's financial results prepared in accordance with U.S. GAAP.
A reconciliation of Segment EBITDA to the applicable U.S. GAAP measure is included in the Company's MD&A for the six months ended June 30, 2026.
H1 2026 Operating Segments
| Asset Management | Capital Markets | Unallocated(1) | Total | |||||||||||||
| Revenue | $ | 40,002 | $ | 11,436 | $ | — | $ | 51,438 | ||||||||
| Gains/(losses) from operations | ||||||||||||||||
| (Loss)/gain on digital assets and digital asset ETPs | (1,864,208 | ) | (15,751 | ) | 2,620 | (1,877,339 | ) | |||||||||
| Gain/(loss) on certificate liabilities | 1,754,778 | 18,690 | (18,690 | ) | 1,754,778 | |||||||||||
| Other operating gains/(losses) | 109,430 | 486 | (486 | ) | 109,430 | |||||||||||
| Total gains/(losses) from operations | — | 3,425 | (16,556 | ) | (13,131 | ) | ||||||||||
| Total revenues, gains/(losses) from operations (2) | $ | 40,002 | $ | 14,861 | $ | (16,556 | ) | $ | 38,307 | |||||||
| Operating expenses (3) | ||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | (5,043 | ) | (2,663 | ) | — | (7,706 | ) | |||||||||
| Salaries and employee benefits | (3,599 | ) | (2,459 | ) | (1,879 | ) | (7,937 | ) | ||||||||
| Professional fees | (943 | ) | (872 | ) | (5,790 | ) | (7,605 | ) | ||||||||
| Marketing expenses | (1,413 | ) | — | (1,922 | ) | (3,335 | ) | |||||||||
| Technology expense | (419 | ) | (574 | ) | (1,552 | ) | (2,545 | ) | ||||||||
| Allowance for credit losses | — | 231 | — | 231 | ||||||||||||
| Other general and administrative expenses | (1,068 | ) | (1,389 | ) | (1,871 | ) | (4,328 | ) | ||||||||
| XBT/ETP Pricing differential (4) | — | — | 16,556 | 16,556 | ||||||||||||
| Segment EBITDA | $ | 27,517 | $ | 7,135 | $ | (13,014 | ) | $ | 21,638 | |||||||
| Share based compensation | — | — | (6,089 | ) | (6,089 | ) | ||||||||||
| Depreciation and amortization | (1,259 | ) | (452 | ) | (453 | ) | (2,164 | ) | ||||||||
| Interest income | 293 | 293 | 292 | 878 | ||||||||||||
| Interest expense | (1,696 | ) | (1,696 | ) | (1,697 | ) | (5,089 | ) | ||||||||
| Loss on treasury digital assets | — | — | (15,398 | ) | (15,398 | ) | ||||||||||
| Fair value loss on investments | — | — | 1,099 | 1,099 | ||||||||||||
| Exceptional expenses(5) | (758 | ) | (564 | ) | (619 | ) | (1,941 | ) | ||||||||
| XBT/ETP Pricing differential(4) | — | — | (16,556 | ) | (16,556 | ) | ||||||||||
| Income/(loss) before income taxes | $ | 24,097 | $ | 4,716 | $ | (52,435 | ) | $ | (23,622 | ) | ||||||
| (1) | Unallocated represents other business activities and unallocated corporate expenses managed at the Group level. Accordingly, these expenses are not allocated to the Group’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. |
| (5) | Segment EBITDA excludes one-off transactions and other non-recurring items that are not considered indicative of the Group's ongoing operating performance. |
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H1 2025 Operating Segments
| Asset Management | Capital Markets | Unallocated(1) | Total | |||||||||||||||
| Revenue | $ | 59,613 | $ | 22,149 | $ | (1,812 | ) | $79,950 | ||||||||||
| Gains/(losses) from operations | ||||||||||||||||||
| (Loss)/gain on digital assets and digital asset ETPs | (201,572 | ) | 21,771 | 695 | (179,106) | |||||||||||||
| Gain on certificate liabilities | 86,169 | (19,063 | ) | 19,063 | 86,169 | |||||||||||||
| Other operating gains | 115,403 | 1,636 | (1,636 | ) | 115,403 | |||||||||||||
| Total gains from operations | — | 4,344 | 18,122 | 22,466 | ||||||||||||||
| Total revenues, gains/(losses) from operations (2) | $ | 59,613 | $ | 26,493 | $ | 16,310 | $102,416 | |||||||||||
| Operating expenses (3) | ||||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | (7,123 | ) | (1,664 | ) | — | (8,787) | ||||||||||||
| Salaries and employee benefits | (2,775 | ) | (2,206 | ) | (2,476 | ) | (7,457) | |||||||||||
| Professional fees | (842 | ) | (610 | ) | (1,239 | ) | (2,691) | |||||||||||
| Marketing expenses | (1,044 | ) | (10 | ) | (1,171 | ) | (2,225) | |||||||||||
| Technology expense | (507 | ) | (470 | ) | (1,080 | ) | (2,057) | |||||||||||
| Allowance for credit losses | — | 270 | — | 270 | ||||||||||||||
| Other general and administrative expenses | (999 | ) | (542 | ) | (782 | ) | (2,323) | |||||||||||
| XBT/ETP Pricing differential (4) | — | — | (18,122 | ) | (18,122) | |||||||||||||
| Segment EBITDA | $ | 46,323 | $ | 21,261 | $ | (8,560 | ) | $59,024 | ||||||||||
| Share based compensation | — | — | 171 | 171 | ||||||||||||||
| Depreciation and amortization | (1,025 | ) | (192 | ) | (192 | ) | (1,409) | |||||||||||
| Interest income | 159 | 159 | 158 | 476 | ||||||||||||||
| Interest expense | (992 | ) | (992 | ) | (992 | ) | (2,976) | |||||||||||
| Gain on treasury digital assets | — | — | 5,538 | 5,538 | ||||||||||||||
| Fair value gain on investments | — | — | (689 | ) | (689) | |||||||||||||
| XBT/ETP Pricing differential (4) | — | — | 18,122 | 18,122 | ||||||||||||||
| Income/(loss) before income taxes | $ | 44,465 | $ | 20,236 | $ | 13,556 | $78,257 | |||||||||||
| (1) | Unallocated represents other business activities below the quantitative thresholds when determining the entity’s reportable segments and unallocated corporate expenses managed at the Group level. Accordingly, these expenses are not allocated to the Group’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 as outlined further in Note 6. These differences result in unrealized gains or losses that are driven by market spreads. |
Earnings Conference Call
Jean-Marie Mognetti, Co-Founder, President and Chief Executive Officer, and Richard Nash, Interim Chief Financial Officer, will host a live conference call to discuss the results at 1:30 p.m. BST / 8:30 a.m. ET on Monday, September 14, 2026. The presentation will be followed by a live question and answer session.
Investors and analysts can register for the call at https://coinshares.wavecast.io/quarterly-earnings/h1-2026-earnings-call. Questions may be submitted in advance of, or during, the call via the earnings portal.
A replay and transcript will be made available on the Investor Relations website following the call and will remain available for six months.
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 Company's business strategy, its capital allocation plans (including the proposed share repurchase program), the anticipated benefits of recent and prospective acquisitions and partnerships (including Bastion, Kiln and Railnet), the development of its active alternative strategies and on-chain asset management initiatives, the build-out of its European franchise, and the plans and objectives of management for future operations; and other statements identified by words such as “believes,” “may,” and “will”. 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. Additional risk factors are described in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and other filings and submissions with the U.S. Securities and Exchange Commission. 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 about CoinShares:
CoinShares Investor Portal: https://investor.coinshares.com
Investor Relations: corporateir@coinshares.com
8
Exhibit 99.2
1H 2026 Financial Results Nasdaq: CSHR September 2026
Disclaimers — Forward - Looking Statements In addition, this communication includes certain hypothetical scenarios that are illustrative based on assumed digital asset prices and estimates regarding the potential inclusion of CoinShares' securities in one or more securities indices and the potential share demand that may result from such inclusion . These hypotheticals and estimates are for synthesizing the information presented in this communication and demonstrating the potential impact of the unique factors affecting the period . They do not constitute guidance, a forecast, projection, prediction, or estimate of future performance . Actual results may differ materially from those illustrated, even if the digital asset pricing assumptions shown are r 2 ealized . There can be no assurance that CoinShares will be included in any securities index . This communication includes forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Actˮ), 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,ˮ “plan,ˮ “project,ˮ “forecast,ˮ “intend,ˮ “will,ˮ “expect,ˮ “anticipate,ˮ “believe,ˮ “seek,ˮ “target,ˮ “designed toˮ 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 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 ; ( 12 ) the possibility that CoinShares may not be included in one or more securities indices, that the estimated demand for shares in connection with any such inclusion may not materialize or may differ materially from estimates presented herein, and that the proposed share repurchase program may not be approved by shareholders or, if approved, may not be implemented to the full extent authorized ; and ( 13 ) 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 “securitiesˮ or “investment securitiesˮ under the Investment Company Act of 1940 , as amended (the “Investment Company Actˮ) or other federal securities laws could lead to our classification as an “investment companyˮ 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 Factorsˮ in our Annual Report on Form 20 - F for the year ended December 31 , 2025 filed with the U . S . Securities and Exchange Commission (“SECˮ) and our other filings with the SEC as such factors may be updated from time to time .
Disclaimers — Non - GAAP Measures 3 Key Metrics and Other Information This presentation includes certain of our key metrics that our management uses to help evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions . Our key metrics are Assets Under Management (AUM), Revenue and Gains from Operations, Operating Income and Segment EBITDA . Definitions of our key metrics can be found in our Annual Report on Form 20 - F for the year ended December 31 , 2025 and our Report on Form 6 - K filed with the SEC on September 14 , 2026 . See “Non - GAAP Measuresˮ below for more information on non - GAAP financial measures . This presentation may contain metrics, data, estimates, and forecasts that are based on industry publications, third - party websites, or other publicly - available information, as well as other information based on our internal sources and calculations . This information involves many assumptions and limitations, including inherent challenges in measurement as our business and the markets in which we operate evolve . We have not independently verified the accuracy or completeness of the data contained in industry publications, third - party websites, and other publicly - available information . Accordingly, we make no representations as to the accuracy or completeness of that data nor do we undertake to update such data after the date of this presentation . 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 Measuresˮ), 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 Companyʼs 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 investorsʼ 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 investorsʼ 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 Tablesˮ at the end of this presentation, our Annual Report on Form 20 - F for the year ended December 31 , 2025 and our Report on Form 6 - K filed with the SEC on September 14 , 2026 .
CoinShares demonstrated significant resilience in 1H 2026 Six proof points from the biggest crypto contraction in history 4 01 CoinShares experienced net inflows $28M GROUP NET INFLOWS, 1Hʼ26 02 Flows better than key peers +6.2% NET FLOW OUTPERFORMANCE 03 Asset management product fee yields held stable $40M 1Hʼ26 ASSET MANAGEMENT FEES 04 Capital Markets earned through the storm $15M 1Hʼ26 CAPITAL MARKETS SEGMENT REVENUE & GAINS (1) 05 Maintained strong margins 39% 1Hʼ26 SEGMENT EBITDA MARGIN (2) 06 Recent recovery in digital assets; tracking towards Dec - 2025 levels +34% BITCOIN PRICE RECOVERY, 30 - JUN TO 31 - AUG 2026 Performance of the business coupled with balance sheet strength is driving the decision to seek approval for a stock repurchase plan — shareholders voting upon a buyback of up to 25% of shares outstandi ng (3) (1) Reflects the Capital Markets operating segment's total revenues and gains from operations as reported in Note 2 (Segment Reporting) to the Company's Unaudited Consolidated Interim Financial Statements . This measure excludes the XBT/ETP Pricing Differential, which is a non - cash, technical accounting adjustment, that is not related to the underlying performance of the business and obscures overall financial performance and comparability between periods . (2) Reflects “Segment EBITDAˮ per the companyʼs reported financials . See reconciliation tables for more details . (3) EGM scheduled for September 15 , 2026 , for shareholders to vote on the share repurchase plan . Proposal for a 5 - year share buyback program of up to 32 . 9 million shares (representing 25 % of the shares outstanding) at a minimum share price of $ 0 . 01 and maximum share price of $ 20 . 00 . Maximum per day share buybacks will not exceed 25 % of average daily trading volume (“ADTVˮ) (which using the 30 - day ADTV of 236 , 087 would be 59 , 022 shares per day as of September 2 , 2026 ) . CoinShares does not currently intend to purchase Ordinary Shares up to the full extent of this authority, and any purchases actually made, if any, will depend on blackout windows, safe harbor provisions, market conditions, the Companyʼs financial position, and other investment opportunities available to it at the relevant time . Positive net flows against a – $1.9bn market - price effect. Experienced 0.4% organic net inflows during 1H 2026 vs 5.8% average peer outflows. AM products fee yields held stable; total fees driven by AuM contraction in 1H. Deliberately conservative positioning of CM book through intentional and prudent risk management. Segment EBITDA of $21.6m with a solid margin in highly challenging period. Crypto prices have seen significant improvement since 1H 2026, AuM nearing year - end levels.
Fiscal half ended June 2026 — summary results 5 % change 1H 2026 1H 2025 Digital asset market performance (45%) $58,552 $107,174 BTC price (30 - Jun) CoinShares performance (31%) $5.5bn $8.0bn AUM (1) (33%) $40.0M $59.6M Asset Management revenue (44%) $14.9M $26.5M Capital Markets Segment Revenue & Gains (2) — — ($1.8M) Principal investments (63%) $21.6M $59.0M Segment EBITDA (3) — 39% 70% Segment EBITDA Margin (106%) ($5.1M) $75.9M Operating Income/(loss) COMMENTARY Ɣ Ɣ Ɣ Ɣ Ɣ ● Digital asset prices sharply contracted in the first half of 2026 , with both Bitcoin and Ethereum contracting more than 50 % by Q 2 2026 from recent highs experienced in early Q 4 2025 . CoinShares Asset Management proved its resilience through the downturn, being one of only two major players experiencing net inflows during the period, while the industry faced > 5 % net outflows . Capital Markets outperformed relative to the contraction in AuM, even though prudent risk management decisions during a period of significant market dislocation impacted results in the half . Segment EBITDA of $ 21 . 6 m, includes $ 4 . 9 million of one - time transaction related costs in 1 H 2026 . Excluding one - time transaction related costs, Segment EBITDA would be $ 26 . 5 million for 1 H 2026 ( 48 % Margin) . Operating income swung from a gain of $ 75 . 9 million in H 1 2025 to a loss of $ 5 . 1 million in H 1 2026 , driven principally by two items outside day - to - day operations : a $ 6 . 1 million share - based compensation charge on settlement of the Group's historic option scheme in connection with the Nasdaq listing, and a $ 34 . 7 million unfavourable swing in the XBT Pricing Differential, from an $ 18 . 1 million gain to a $ 16 . 6 million loss . Neither reflects the underlying performance of the business . Elected to repay 100 % of its long - term debt obligations in the half ( $ 28 . 3 million) and returned $ 21 . 5 million in cash to shareholders via the 2025 dividend paid in March 2026 (4) . (1) (2) (3) (4) Including $1.2bn seed AuM in 1H 2025 and $0.7bn seed AuM in 1H 2026. See footnote (1) on prior slide. Reflects “Segment EBITDA” per the company’s reported financials. See reconciliation tables for more details. Dividend paid in March 2026 and in advance of the closing of the U.S. Listing. CoinShares performance during the largest crypto contraction in history highlights the Companyʼs differentiation and uniquely attractive financial profile
CoinShares outperforms peers in the period Driving positive net Inflows in a period of significant volatility 6 KEY POINTS ● Peers experienced more than $ 7 billion of outflows, representing a blended 6 % net flow decline before material price declines . ● CoinShares was one of only two major players to record net positive flows in the period . ● CoinShares Physical continued its track record as the fastest - growing digital asset ETP in Europe . Note: includes competitors with greater than $250 million of starting - period digital asset ETP or ETF AuM. Source: Farside Investors daily flow data aggregated by calendar month.
Note(s): Data as of June 30, 2026. (1) CoinShares High Fee Generating Products Include: CoinShares XBT Provider, and CoinShares Physical (Excl. BITC). (2) CoinShares Access Products Include: CoinShares Physical (BITC), CoinShares US, and BLOCK Index. 7 CoinShares experienced net inflows - Decline in AuM driven by digital asset pricing AuM fell with crypto prices, not from client outflows: a digital asset recovery resets the book. (AuM increased by 25% in July and August as digital asset prices rebounded)
BLOCK Index significantly outperformed - driving a shift in product mix Correlation break: the AI re - rating of miners and digital infrastructure saw BLOCK outperform crypto by 50 – 60% 8 The CoinShares Blockchain Global Equity Index seeks to track the investment results ofi listed companies that participate in the blockchain or crypto ecosystem Largest Holdings: SBI Group, Samsung, Metaplanet, Riot Platforms 65bps Management Fee (Split With Invesco, 33bps to CoinShares)
Asset Management: product yields have held stable 9 We have not lost yield because of outflows, it is because a lower fee product (BLOCK Index) has seen significant outperformance – which is a net positive (e.g., more revenue), but optically skews group yield calculation Changes in group yield are driven by mix, with the core impact tied to BLOCK PRODUCT YIELD EVOLUTION, BPS (1) GROUP YIELD BRIDGE, BPS (2) Product yields held steady across both High Fee Generating Products (3) and Access Products (4) Note(s): Yield calculated as Quarterly Management Fee divided by Average of Three - Month End AuMs, Multiplied by Four. Yield calculated as Total Period Management Fee divided by the Average Monthly AuM in the period. CoinShares High Fee Generating Products Include: CoinShares XBT Provider, and CoinShares Physical (Excl. BITC). CoinShares Access Products Include: CoinShares Physical (BITC), CoinShares US, and BLOCK Index. Reflects the increase in the mix of the BLOCK Index relative to High Fee Generating Products. Reflects the increase in the mix of the CS Physical BITC and CoinShares US relative to High Fee Generating Products. Product Yield Changes are impacted by fluctuations in digital asset pricing over the course of a 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). Applies 1H2026 Average Fee Yields to Average 2025 AuM Weights.
Capital Markets: $14.9M Segment Revenue & Gains Earned With a Conservative Book Deliberately conservative positioning through extreme volatility 10 Commentary YTD Jun 2026 YTD Jun 2025 $ in thousands ● Decrease in line with the reduction in staked asset prices during the period (predominantly ETH). ● Staking revenue is down 33% compared to 37% ETH decline, with reversion expected if ETH were to increase. $6,642 $9,823 Staking revenue ● Heightened risk management in a period of extreme volatility — reduced lending activity to manage risk. ● Management expects lending book to revert to prior levels in stable or recovering digital asset environments. 2,432 4,927 Lending book interest ● Continued strong performance, albeit impacted by digital asset pricing contraction with reduction in general trading activities consistent with broader Capital Markets activities 7,567 11,743 Other Revenue & Trading Gains ● Losses incurred on digital asset fund positions (fund positions not present in YTD June 2025). (1,779) - Fund Losses $14,861 $26,493 Total Contraction due to prudent risk management during a period of significant market dislocation: Capital Markets is structured to do well in underperforming crypto markets and exceptionally well in strong crypto markets.
OpEx investments associated with the U.S. listing are behind us Significant Spend has Been One - Time In Nature 11 $25.6M 1H 2026 OpEx (1) −$4.9M One - time go - public costs $20.7M Illustrative pro forma OpEx of present underlying business $41.3M Illustrative annualised OpEx of present underlying business OPERATING EXPENSE RUN - RATE BRIDGE, $M COST SCHEDULE & COMMENTARY 1H 2026 OpEx elevated due to one - time requirements of US listing process Commentary $M Item Elevated accounting advisor spend related to PCAOB uplift and GAAP conversion covering multiple audit periods. $2.5 Extra professional fees Incremental audit requirements to facilitate the US listing and GAAP conversion (multiple years of audits completed in one period) $1.2 Multi - period audit spend Increased marketing spend in lead - up to US Listing. $1.1 Transaction marketing Other costs related to US Listing. $0.2 Other costs $4.9 One - time go - public costs (1) OpEx excludes share - based compensation, D&A and exceptional expenses.
Illustrative Scenarios for Recovery of Digital Asset Prices Illustrative only — not guidance, a forecast, projection or estimate of future performance Illustrative AUM (1) Illustrative Revenue & Gains Note(s): This analysis is provided solely for illustrative purposes to help synthesize the information presented on the preceding slides and demonstrate the potential impact of the unique factors affecting the period. It does not constitute guidance, a forecast, projection, prediction, or estimate of 12 future performance. Actual results may differ materially from those illustrated, even if the digital asset pricing assumptions shown are realized. Annualized does not suggest full year 2026 performance, rather illustrative 12 months performance given prices as at June 30, 2026. (1) AuM methodology maintains flow impact experienced on each product through June 30, 2026 and then reverses the percentage price im pac t experienced since the period referenced. (2) CoinShares High Fee Generating Products Include: CoinShares XBT Provider, and CoinShares Physical (Excl. BITC) | CoinShares Access Products Include: CoinShares Physical (BITC), CoinShares US, and BLOCK Index. (3) Leverages the AuMs implied by the methodology in footnote 1 and applies the current average fee yield as of 6/30/2026 to each product. (4) For Staking Revenue, Lending Book Interest, Other Revenue, and Trading Gains / (Losses) utilizes the average price impact experienced across the High Fee Products (as a proxy for digital asset pricing) since the period referenced and divides current annualized capital markets revenue by one plus the experienced price decline to revert the pricing impact. Excludes any gain/loss on movement in the XBT Pricing Differential High - fee AuM increases 73 – 100% versus Access product AuM growth of 11 – 16%. Higher portion of high - fee AuM as well as normalization of lending and staking activity in Capital Markets drives recovery
Recent Recovery in Digital Assets Post 1H2026 Significant Recovery Occurred Late in August 2026 (1) ● July - August price appreciation is the primary driver of AuM rebuilding with flows providing incremental support ● High Fee products are more sensitive to crypto market recovery which drives favorable mix expansion ● As of August 31, 2026, CoinShares is 20% below December 2025 pricing 13 Note(s): Data as of August 31, 2026. CoinShares High Fee Generating Products Include: CoinShares XBT Provider, and CoinShares Physical (Excl. BITC) | CoinShares Access Products Include: CoinShares Physical (BITC), CoinShares US, and BLOCK Index. Given the recovery occurred in late August 2026, its impact is expected to be limited for Q3 2026 and full - year 2026 and is expected to be more impactful in 2027 assuming digital asset pricing maintain these levels.
Net available capital bridge CoinShares repaid 100% of its long - term borrowings in 1H 2026 and continued to generate operating cash flow BRIDGE ITEMS 15 CoinShares has a robust capital position, further strengthened by the repayment of all existing indebtedness — resulting in a net available capital position of over $410 million. (1) Reflects Available Capital less total indebtedness. Dec 2025 Available Capital of $481.4 million bridges to Jun 2026 Available Capital when including the $28.3 million repayment of the Reyl loan, which was repaid during H1. Commentary Impact Item Net of investment banking and legal fees, the US listing generated $3.9M of net proceeds $3.9 US Listing CoinShares generated $22.3M from operations $22.3 Operating Reflects payment of 2025 dividend in March 2026 ($21.5) Dividend Impact on CoinShares treasury by digital asset pricing contraction ($15.4) Digital Asset Treasury Fair value gap between the Group's XBT certificate liabilities and the digital assets held to hedge them narrowed (unrealized) ($16.6) XBT Pricing Diff. Reflects payments made in 2026 for bonuses accrued in 2025 ($4.3) Out of Period Bonuses Paid Interest payments made on broker balance drawdowns in H1 2026 ($4.2) Net Finance Costs Reflects payments made to Bastion prior to close, capitalized expenses and other working capital changes ($3.3) Other
Current valuation creates substantial downside protection with strong upside opportunity 16 PRO FORMA VALUATION 131.8 Pro forma shares outstanding (m) $5.60 (*) Share Price (1) $738.0 Market Capitalization ($m) — (+) Debt ($m) (2) (413.9) ( - ) Available Capital Position ($m) (2) $324.1 Enterprise value ($m) $3.12 Implied Net Cash Value per Share (3) Note(s): Closing CSHR share price as of September 2, 2026. Per Company MD&A Net Cash Value per share calculated as Available Capital Position per MD&A less Debt divided by Shares Outstanding.
Potential near - term technicals may prove meaningfully supportive Illustrative — potential Russell index demand and the share buyback stack may create substantial share demand 16 POTENTIAL RUSSELL INDEX INCLUSIO N (1) Likely overlap of Russell 2000 + Microcap, subject to final eligibility, rank and free - float treatment. RANK DAY Oct. 30 RECONSTITUTION CLOSE Dec. 11 Final rank and FTSE free - float treatment are the key sensitivities. POTENTIAL RUSSELL DEMAND VS. CSHR ADTV (2) Passive buyers may need to absorb a volume of shares far above recent traded volume. Sources : CoinShares EGM notice (Aug . 24 , 2026 ) ; SEC Rule 10 b - 18 ; FactSet / WSJ volume data through September 2 , 2026 . ( 1 ) Russell demand per investment banking research provided on August 13 , 2026 . The assumptions and estimates reflected in this analysis are based on information available as of the date of the analysis and remain subject to change prior to the applicable index rebalancing date . There can be no assurance that CoinShares will be included in the relevant index, including as a result of eligibility considerations relating to its Jersey domicile, notwithstanding our current expectation that such considerations will not preclude inclusion . In addition, the number of shares that may be purchased in connection with any such inclusion, if it occurs, could differ materially from the estimates presented herein . ( 2 ) ADTV reflects average daily trading volume over the 30 - day period ending September 2 , 2026 — 236 , 087 shares . ( 3 ) EGM scheduled for September 15 , 2026 for shareholders to vote on the share repurchase plan . Proposal for a 5 - year buyback programme of up to 32 . 9 million shares ( 25 % of shares outstanding) at a minimum share price of $ 0 . 01 and a maximum of $ 20 . 00 . Maximum per - day buybacks will not exceed 25 % of ADTV, which on the 30 - day ADTV above is 59 , 022 shares per day . CoinShares does not currently intend to purchase Ordinary Shares up to the full extent of this authority, and any purchases actually made, if any, will depend on blackout windows, safe harbor provisions, market conditions, the Company’s financial position, and other investment opportunities available to it at the relevant time . LIQUIDITY MISMATCH 28 days Potential Russell demand is large vs. recent ADTV; positioning may begin before the Dec. 11 close. 29 sessions LIMITED WINDOW TO EFFECTUATE PURCHASES The potential Russell demand will need to be absorbed in a limited number of sessions between 10/30 and 12/11
Appendix & Reconciliation Tables
18 Reconciliation Tables Revenue & Gains from Operations 2025 Period Ended June 30, 2026 2023 Year Ended December 31, 2025 2024 (:'OOO) 79,950 51,438 87,711 155,540 165,677 Revenue (179,106) (1,877,339) 1,744,803 2,933,410 (982,773) (Loss)/gain on digital assets and digital asset ETPs 86,169 1,754,778 (1,703,465) (2,910,985) 802,746 (Loss)/gain on certificate liabilities 115,403 109,430 (28,366) 19,835 211,999 Other operating gains/(losses) 102,416 38,307 100,683 197,800 197,649 Revenue and gains from operations Operating Income to Segment EBITDA 2025 Period Ended June 30, 2026 2023 Year Ended December 31, 2025 2024 (:'OOO) 75,908 (5,112) 61,273 125,011 126,990 Operating Income (171) 6,089 1,261 12,369 2,839 Share based compensation (18,122) 16,556 (2,234) (15,760) (1,633) XBT pricing differential 1,409 2,164 3,993 3,022 3,143 Depreciation and amortization - 1,941 - - - Non - recurring expenses 59,024 21,638 64,293 124,642 131,339 Segment EBITDA
19 CapiЧal Mar½cЧs Rcvcnuc and Gains / ScgmcnЧ Rcvcnuc and Gains 2025 Period Ended June 30, 2026 2023 Year Ended December 31, 2025 2024 (:'OOO) 9,823 6,642 24,692 29,449 21,901 Staking revenue 4,927 2,432 2,390 9,397 10,684 Lending book interest 5,587 2,362 6,920 5,003 6,721 Other revenue 20,337 11,436 34,002 43,849 39,306 Capital Markets revenue (179,106) (1,877,339) 1,744,803 2,933,410 (982,773) (Loss)/gain on digital assets 86,169 1,754,778 (1,703,465) (2,910,985) 802,746 Gain/(loss) on certificate liabilities 115,403 109,430 (28,366) 19,835 211,999 Other operating gains/(losses) 1,812 - (3,452) (3,427) 1,813 Less: unallocated gains/(losses) on digital assets 24,278 (13,131) 9,520 38,833 33,785 Capital Markets gains/(losses) 44,615 (1,695) 43,522 82,682 73,091 Capital Markets revenue and gains 18,122 (16,556) 2,234 15,760 1,633 Less: XBT pricing differential 26,493 14,861 41,288 66,922 71,458 Capital Markets Segment revenue and gains Reconciliation Tables
20 Availablc CapiЧal PosiЧion Period Ended June 30, 2026 2024 Year Ended December 31, 2025 (:'OOO) 47,068 24,915 64,243 Cash at bank 2,515,483 4,466,677 3,974,713 Digital assets – held for operations 26,687 15,250 33,354 Digital assets – held as treasury 640,116 1,190,998 1,145,428 Digital asset ETPs 238,969 205,892 108,517 Digital asset receivables, net 3,468,323 5,903,732 5,326,255 Total assets (1,358,004) (3,695,537) (2,465,007) XBT Certificate Liabilities (1,326) - (1,279) XBT CS Physical Certificate Liabilities (1,406,792) (1,453,944) (2,041,154) CS Physical Certificate Liabilities (114,764) (241,705) (168,374) Digital asset payables (173,582) (99,124) (169,086) Amounts due to brokers (3,054,468) (5,490,310) (4,844,900) Total liabilities 413,855 413,422 481,355 Available capital position 284,594 (223,459) (280,020) ofi which: accrued fiee Reconciliation Tables
Exhibit 99.3
| Page | ||
| Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited) | 2 | |
| Condensed Consolidated Statements of Operations and Comprehensive Income for the Six Months ended June 30, 2026 and 2025 (Unaudited) | 3 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months ended June 30, 2026 and 2025 (Unaudited) | 4 | |
| Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2026 and 2025 (Unaudited) | 5 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 6 |
1
CoinShares PLC
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except par value and share information)
| As of | ||||||||
| June 30, 2026 |
December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Digital assets - held for operations | ||||||||
| Digital assets - held as treasury | ||||||||
| Digital asset exchange traded products | ||||||||
| Trade receivables | ||||||||
| Digital asset receivables, net of allowance for expected credit losses of $ | ||||||||
| Prepaids and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating right of use assets | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net | ||||||||
| Investments | ||||||||
| Other non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| XBT Certificate Liabilities | $ | $ | ||||||
| XBT CS Physical Certificate Liabilities | ||||||||
| CS Physical Certificate Liabilities | ||||||||
| Digital asset payables | ||||||||
| Amounts due to brokers | ||||||||
| Trade and other payables | ||||||||
| Notes payable, current | ||||||||
| Operating lease liability, current portion | ||||||||
| Total current liabilities | ||||||||
| Notes payable, non-current | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary shares, par value, shares authorized; | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Retained earnings | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
CoinShares PLC
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
(in thousands, except share and per share information)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Gains/(losses) from operations | ||||||||
| Loss on digital assets and digital asset ETPs | ( | ) | ( | ) | ||||
| Gain on certificate liabilities | ||||||||
| Other operating gains | ||||||||
| Total (losses)/gains from operations | ( | ) | ||||||
| Operating expenses | ||||||||
| Cost of revenue (excluding depreciation and amortization) | ||||||||
| Salaries and employee benefits | ||||||||
| Share-based compensation | ( | ) | ||||||
| Professional fees | ||||||||
| Marketing expense | ||||||||
| Technology expense | ||||||||
| Depreciation and amortization | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Other general and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Operating (loss)/income | ( | ) | ||||||
| Other income (expenses) | ||||||||
| (Loss)/gain on treasury digital assets | ( | ) | ||||||
| Fair value gain/(loss) on investments | ( | ) | ||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| (Loss)/income before income taxes | ( | ) | ||||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net (loss)/income | $ | ( | ) | $ | ||||
| Other comprehensive (loss)/income | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Total comprehensive loss/income | $ | ( | ) | $ | ||||
| Net (loss)/income per share: | ||||||||
| Basic | $ | ( | ) | $ | ||||
| Diluted | $ | ( | ) | $ | ||||
| Weighted average of ordinary shares used to compute net income per share: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CoinShares PLC
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
(in thousands, except share information)
| Ordinary Shares | Treasury Shares | Additional Paid in | Accumulated Other Comprehensive | Retained | ||||||||||||||||||||||||
| Shares | Amount | Shares | Capital | Income | Earnings | Total | ||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Share repurchases and options exercised, net | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Dividends declared | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Other comprehensive income/(loss) | — | — | ||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||
| Balance at January 1, 2026 | ( | ) | ||||||||||||||||||||||||||
| Shares issued in connection with the reverse recapitalization (1) | ||||||||||||||||||||||||||||
| Elimination of pre-combination retained deficit of legal parent | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Dividends declared | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Other comprehensive income/(loss) | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
CoinShares PLC
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows provided by / (used in) operating activities | ||||||||
| Net (loss)/income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income to net cash flow provided by / (used in) operating activities: | ||||||||
| Digital assets revenue | ( | ) | ( | ) | ||||
| Loss on digital assets and digital asset ETPs | ||||||||
| Gain on certificate liabilities | ( | ) | ( | ) | ||||
| Other operating gains | ( | ) | ( | ) | ||||
| Digital asset trading expenses | ||||||||
| Loss on treasury digital assets | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Fair value (gain)/loss on investments | ( | ) | ||||||
| Share-based compensation | ( | ) | ||||||
| Other non-cash adjustments | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Net (purchases) sales of digital assets | ( | ) | ||||||
| Net redemption of XBT Certificate Liabilities | ( | ) | ( | ) | ||||
| Digital asset ETPs, trade receivables and other assets | ( | ) | ||||||
| Trade payables, lease and other liabilities | ( | ) | ||||||
| Amounts due to brokers | ||||||||
| Current tax liabilities | ||||||||
| Net cash flow provided by operating activities | ||||||||
| Cash flows (used in) / provided by investing activities | ||||||||
| Purchases of intangible assets | ( | ) | ( | ) | ||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows provided by / (used in) financing activities | ||||||||
| Proceeds from reverse recapitalization, net of transaction costs | ||||||||
| Repayment of long-term debt | ( | ) | ||||||
| Payments of lease liabilities | ( | ) | ( | ) | ||||
| Proceeds from exercise of share options | ||||||||
| Purchases of share options | ( | ) | ( | ) | ||||
| Repurchase of ordinary shares | ( | ) | ||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net (decrease) / increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Effect of exchange rate changes | ( | ) | ||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental Disclosures | ||||||||
| Cash paid for income taxes | $ | ( | ) | $ | ( | ) | ||
| Cash paid for interest | $ | ( | ) | $ | ( | ) | ||
| Cash received for interest | $ | $ | ||||||
| Non-cash Investing and Financing Activities | ||||||||
| Net transfers to treasury digital assets | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
1. Organization, description of business, and nature of operations
CoinShares PLC (the “Company”) and its subsidiaries (together the “Group” or “CoinShares”) primarily operate in Jersey, Channel Islands. The Group’s principal activity is providing customers with exposure to the digital asset ecosystem through a range of financial products and services. The Company’s ordinary shares and warrants are listed on the Nasdaq Stock Market under the symbols “CSHR” and “CSHRW”, respectively.
The principal activity of the Company is to act as the parent entity of the Group. In this capacity, the Company provides strategic direction, governance, and oversight to its subsidiaries. While the Company undertakes certain operational activities from time to time, including investment-related transactions, financing activities, and the payment of expenses, these activities are ancillary to its primary role as the parent company of the Group. The Company is a public company limited by shares and is incorporated and domiciled in Jersey. The address of its registered office is 2nd Floor, 2 Hill Street, St Helier, Jersey JE2 4UA.
Basis of preparation
The Company was incorporated in Jersey on August 29, 2025 under the name Odysseus Holdings Limited and was formed solely for the purpose of effecting the business combination (the “Business Combination”) between CoinShares International Limited (“CSIL”) and Vine Hill Capital Investment Corp., a special purpose acquisition company whose securities were publicly traded on the Nasdaq Stock Market (“Vine Hill” or the “SPAC”). The Business Combination was consummated on March 31, 2026, at which time Vine Hill merged with and into a wholly owned merger subsidiary of the Company, CSIL became a wholly owned subsidiary of the Company pursuant to a scheme of arrangement under Jersey law, the Company became the ultimate parent company of the Group, and the Company was renamed CoinShares PLC.
CSIL was determined to be the accounting acquirer in the Business Combination. Vine Hill did not meet the definition of a business under ASC 805, Business Combinations, and the Company, having been newly formed solely to effect the Business Combination, is not a substantive entity and is therefore excluded from the identification of the accounting acquirer. Accordingly, the Business Combination was not accounted for as a business combination under ASC 805, but as a reverse recapitalization, which is treated as the equivalent of CSIL issuing shares for the net assets of Vine Hill, accompanied by a recapitalization. The net assets of Vine Hill were stated at historical cost, with no goodwill or other intangible assets recognized. Because the Company survives as the ultimate parent company of the Group, the reverse recapitalization is presented by reference to the Company’s legal capital structure. These unaudited condensed consolidated financial statements accordingly represent a continuation of the financial statements of CSIL, and the results of operations of the Company for the period prior to the Reverse Recapitalization are not included. The ordinary shares, share capital and additional paid-in capital of CSIL, and the weighted-average number of ordinary shares used to compute earnings per share, have been retrospectively adjusted for all periods presented to reflect the legal capital structure of the Company using the exchange ratio established in the Reverse Recapitalization. See Note 7 for further discussion of the Reverse Recapitalization.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial statements. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, consistent with Article 10 of Regulation S-X, and these financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal, recurring nature. Unaudited interim results are not necessarily indicative of the results to be expected for the full fiscal year.
6
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
1. Organization, description of business, and nature of operations (cont.)
Significant accounting policies
The accounting policies and methods of computation applied in the preparation of these unaudited condensed consolidated financial statements are consistent with those applied in the audited consolidated financial statements of CSIL for the year ended December 31, 2025, and there have been no new accounting policies adopted during the six months ended June 30, 2026 that have had a material effect on the Group. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes of CSIL for the fiscal years ended December 31, 2025, 2024 and 2023 included in the Company’s annual report on Form 20-F (File No. 001-43222), which was initially filed with the SEC on April 30, 2026 and from which the accompanying condensed consolidated balance sheet as of December 31, 2025 was derived.
Warrants
Warrants issued or assumed by the Group are assessed under ASC 815 – Derivatives and Hedging. Warrants that meet the criteria for equity classification are recorded in equity at fair value on initial recognition and are not subsequently remeasured. Warrants classified as liabilities are measured at fair value, with changes recognised in profit or loss. The Company’s public warrants, assumed on completion of the reverse recapitalisation, are equity-classified.
Emerging Growth Company
The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC that reports under U.S. GAAP can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition periods. As a result of this election, these unaudited condensed consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of the effective dates applicable to public companies.
Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to income tax disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which as amended by subsequent ASUs on the topic requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The standard is effective for the Company for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the standard is to be applied either prospectively or by a retrospective transition approach. The Company is currently evaluating the impact that the updated standard will have on the Company’s disclosures within the consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (VIE). This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. The standard is effective for the Company for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date. The Company is currently evaluating the impact of this update and does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard allows entities to apply a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The standard is effective for the Company for fiscal year beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively. The Company is currently evaluating the impact of this update and does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.
7
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
1. Organization, description of business, and nature of operations (cont.)
Recently issued accounting pronouncements not yet adopted (cont.)
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) — Narrow-Scope Improvements. The ASU clarifies the scope of interim reporting guidance, reorganizes disclosure requirements for ease of navigation, and introduces a principle requiring disclosure of material events occurring after the last annual reporting period but before interim financial statements are issued. The ASU does not create new disclosure requirements but improves clarity and consistency in presentation. As an EGC, the Company has elected to adopt the standard based on the effective date applicable to non-public business entities. Accordingly, the standard is effective for interim periods within fiscal years beginning after December 15, 2028. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
2. Operating segment information
The Group’s operating segments are the components of the business for which discrete financial information is regularly provided to and reviewed by the Chief Executive Officer, the Group’s CODM. Substantially all of the Group’s revenues are generated in its country of domicile, and revenues from foreign jurisdictions are not material for the periods presented. Accordingly, revenues are not presented by geographic jurisdiction. Based on this internal reporting structure, the Group has identified the following operating segments: Asset Management and Capital Markets. Management organizes the business around these two segments, each with its own leadership team and dedicated resources. The CODM reviews discrete financial information for each operating segment to assess performance and allocate resources. Accordingly, the Group identifies its operating segments based on this internal management reporting structure, consistent with the management-approach framework under ASC 280, Segment Reporting as amended by ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
Consistent with ASC 280, the segment disclosures are presented on a basis consistent with the information received by the CODM for the current period.
The CODM does not receive segment-level balance sheet information; therefore, segment assets are not disclosed.
Asset Management
The Asset Management segment comprises the Group’s regulated digital-asset investment products, including its suite of ETPs and exchange-traded funds (“ETFs”) that provide investors with exchange-listed exposure to cryptocurrencies and blockchain-related themes.
8
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
2. Operating segment information (cont.)
Capital Markets
The Capital Markets segment is the Group’s trading, liquidity, and balance-sheet deployment engine, focused on proprietary trading and arbitrage, staking and lending of digital assets, treasury/liquidity management, and other yield- and spread-generating activities that support the broader platform. These operations facilitate product creation/redemption flows, manage the deployment of digital assets to earn yield, and execute the operational and risk-management flows necessary to maintain liquidity across the business.
The measure of profitability that the 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 and pricing differentials arising from valuation differences between certain financial instruments held and their underlying digital asset exposures. 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
9
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
2. Operating segment information (cont.)
The following is an analysis of the Group’s results by reportable segment for the six months ended June 30, 2026:
| Asset Management | Capital Markets | Unallocated(1) | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Gains/(losses) from operations | ||||||||||||||||
| (Loss)/gain on digital assets and digital asset ETPs | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain/(loss) on certificate liabilities | ( | ) | ||||||||||||||
| Other operating gains/(losses) | ( | ) | ||||||||||||||
| Total gains/(losses) from operations | ( | ) | ( | ) | ||||||||||||
| Total revenues, gains/(losses) from operations (2) | $ | $ | $ | ( | ) | $ | ||||||||||
| Operating expenses (3) | ||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | ( | ) | ( | ) | ( | ) | ||||||||||
| Salaries and employee benefits | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Marketing expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Technology expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Allowance for credit losses | ||||||||||||||||
| Other general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| XBT/ETP Pricing differential (4) | ||||||||||||||||
| Segment EBITDA | $ | $ | $ | ( | ) | $ | ||||||||||
| Share based compensation | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on treasury digital assets | ( | ) | ( | ) | ||||||||||||
| Fair value loss on investments | ||||||||||||||||
| Non-recurring expenses (5) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| XBT/ETP Pricing differential (4) | ( | ) | ( | ) | ||||||||||||
| Income/(loss) before income taxes | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) |
10
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
2. Operating segment information (cont.)
The following is an analysis of the Group’s results by reportable segment for the six months ended June 30, 2025.
| Asset Management | Capital Markets | Unallocated(1) | Total | |||||||||||||
| Revenue | $ | $ | $ | ( | ) | $ | ||||||||||
| Gains/(losses) from operations | ||||||||||||||||
| (Loss)/gain on digital assets and digital asset ETPs | ( | ) | ( | ) | ||||||||||||
| Gain on certificate liabilities | ( | ) | ||||||||||||||
| Other operating gains | ( | ) | ||||||||||||||
| Total gains from operations | ||||||||||||||||
| Total revenues, gains/(losses) from operations (2) | $ | $ | $ | $ | ||||||||||||
| Operating expenses (3) | ||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | ( | ) | ( | ) | ( | ) | ||||||||||
| Salaries and employee benefits | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Technology expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Allowance for credit losses | ||||||||||||||||
| Other general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| XBT/ETP Pricing differential (4) | ( | ) | ( | ) | ||||||||||||
| Segment EBITDA | $ | $ | $ | ( | ) | $ | ||||||||||
| Share based compensation | ||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on treasury digital assets | ||||||||||||||||
| Fair value gain on investments | ( | ) | ( | ) | ||||||||||||
| XBT/ETP Pricing differential (4) | ||||||||||||||||
| Income/(loss) before income taxes | $ | $ | $ | $ | ||||||||||||
| (1) | |
| (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) |
11
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
3. Revenue
The Group’s revenue consists of the following:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Management fees | $ | $ | ||||||
| Staking revenue | ||||||||
| Lending book interest | ||||||||
| Other revenue | ||||||||
| Total Revenue | $ | $ | ||||||
Management fees
The Group’s management fees consist of the following:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CoinShares XBT Provider AB | $ | $ | ||||||
| CoinShares Physical | ||||||||
| Block Index | ||||||||
| CoinShares U.S. | ||||||||
| Other | ||||||||
| Total Management Fees | $ | $ | ||||||
Management fees derived from CoinShares XBT Provider AB are denominated in fiat but remain held in digital assets until redemption and are therefore non-cash impacting upon recognition. Management fees derived from CoinShares Physical are denominated in digital assets and, although liquidated to cash on a monthly basis, are also non-cash impacting upon recognition. For the six months ended June 30, 2026 and 2025, $
Staking revenue, Lending book interest, and other revenue
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Staking revenue | $ | $ | ||||||
| Lending book interest | ||||||||
| Other revenue: | ||||||||
| Other digital asset income | ||||||||
| Other operating income | ||||||||
| Fee rebates | ||||||||
| Total other revenue | $ | $ | ||||||
12
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
3. Revenue (cont.)
Staking revenue, lending book interest, other digital asset income and a portion of fee rebates are received in digital assets and therefore non-cash impacting. All staking revenue and lending book interest is non-cash and is described as such in the consolidated statement of cash flows. For the six months ended June 30, 2026 and 2025, the Group classified non-cash revenue for staking, lending book interest, and other digital asset income in the amounts of $
4. Other operating gains
The other operating gains consists of the following:
| For the Six Months Ended June 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| (Loss)/gain on digital asset payables/receivables | $ | ( | ) | $ | ||||
| Gain on derivatives (1) | ||||||||
| Gain of foreign exchange | ||||||||
| Gain on other operating activities | ||||||||
| Total other operating gains | $ | $ | ||||||
| (1) | The Group holds perpetual and futures derivative contracts both referencing and settled in digital assets, for the purpose of hedging its liability to holders of the XBT certificate liabilities. Gains on these derivatives increased from $ |
5. Digital assets and digital asset ETPs
Digital Assets
The following table summarizes digital assets held by the Group for operations:
| As of | ||||||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| (in thousands), except units | Units | Cost Basis | Fair Value | Units | Cost Basis | Fair Value | ||||||||||||||||||
| Bitcoin | $ | $ | $ | $ | ||||||||||||||||||||
| Ethereum | ||||||||||||||||||||||||
| Solana | ||||||||||||||||||||||||
| XRP | ||||||||||||||||||||||||
| Other digital assets (1)(2) | ||||||||||||||||||||||||
| Total digital assets | $ | $ | $ | $ | ||||||||||||||||||||
| (1) | |
| (2) |
13
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
5. Digital assets and digital asset ETPs (cont.)
The following table summarizes digital assets held by the Group for treasury purposes:
| As of | ||||||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| (in thousands), except units | Units | Cost Basis | Fair Value | Units | Cost Basis | Fair Value | ||||||||||||||||||
| Bitcoin | $ | $ | $ | $ | ||||||||||||||||||||
| Ethereum | ||||||||||||||||||||||||
| Solana | ||||||||||||||||||||||||
| Total digital assets | $ | $ | $ | $ | ||||||||||||||||||||
These holdings are used to provide exposure to digital assets and are held as part of the Group’s collateral management obligations. Of this balance, $nil and $136.0 million as of June 30, 2026 and December 31, 2025, respectively, is held as collateral with Reyl Bank in respect of a loan facility. The loan with Reyl Bank was repaid during the period, meaning that the collateral is no longer required.
Additionally, the Company held digital asset exchange traded products at June 30, 2026 and December 31, 2025 of $
6. Certificate liabilities
The certificate liabilities of the Group comprise those arising from the issuance of the CoinShares XBT Provider, CoinShares Physical, and CoinShares XBTP Physical ETPs.
XBT Provider certificate liabilities are cash-settled instruments under which investors receive, upon redemption, a cash amount linked to the value of the referenced digital asset, net of applicable fees.
CoinShares Physical ETPs provide exposure to specified digital assets and are settled by delivery of the referenced digital asset upon redemption.
The certificates do not bear contractual interest. Investor returns are determined primarily by reference to the performance of the underlying digital asset, subject to applicable management fees. The certificates are generally open-ended and may be redeemed at the election of the holder in accordance with the applicable product terms.
The fair value of the certificate liabilities is primarily driven by (i) the market price of the referenced digital asset and (ii) the number of certificates outstanding. To economically hedge its exposure, the Group holds corresponding digital assets against its CS Physical and XBT Physical Certificate Liabilities, and holds a mix of corresponding digital assets, digital asset ETPs and digital asset futures against its XBT Provider Certificate Liabilities.
CS Physical and XBTP Physical ETP certificates are settled in the referenced digital assets and the Group holds the same number and type of digital assets. Similarly, the number and type of digital assets referenced by the XBT Provider certificates are offset by holdings of assets tracking the same number and type of digital assets, maintaining a perfect economic hedging relationship. For these certificate liabilities, because the certificate liabilities are fair valued based on the referenced digital assets, fair value movements are equal and opposite and have no net impact to income or loss.
14
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
6. Certificate liabilities (cont.)
However, because holders of the XBT Provider certificates have a cash redemption option, the fair value of the XBT Certificate Liabilities is measured based on the last traded price of the associated ETP adjusted for material market movements in the underlying referenced digital asset prices. The total fair value of the XBT Provider certificates will typically be lower than the fair value of the total corresponding digital assets held to economically hedge the exposure at June 30, 2026 and December 31, 2025. As a consequence, changes in fair values at any given point in time will similarly not be equal and opposite resulting in a net impact to income or loss —which is defined by management as the “XBT pricing differential”.
The relationship and fair value of the certificate liability programs and the assets held to hedge them are presented below:
| Liabilities | Assets | |||
| Name | Fair value methodology | Type of asset economically hedging the liability | Fair value methodology | Location on Consolidated Balance Sheets |
| CS Physical Certificate Liabilities | ||||
| XBT Physical Certificate Liabilities | ||||
| XBT Certificate Liability | ||||
Prepaids and other current assets Other non-current assets | ||||
15
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
6. Certificate liabilities (cont.)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Gains from operations, net of change in XBT pricing differential | $ | $ | ||||||
| (Loss)/Gain from change in XBT pricing differential | ( | ) | ||||||
| Total (losses)/gains from operations | $ | ( | ) | $ | ||||
While this gain or loss is included in operating income, it reflects a temporary unrealized gain or loss that is caused by differences in the timing of secondary market conditions impacting the assets and liabilities that form the XBT hedging relationship and not the ongoing operational strategy of the Group to economically hedge its assets and liabilities based on a matching of nominal values. As noted in Note 2, Operating segment information, management adjusts for the (Loss)/Gain from change in XBT pricing differential arriving at its measure of segment profitability Segment EBITDA, where it is referred to as the XBT pricing differential.
The table below disaggregates the balance of the certificate liabilities by corresponding referenced digital assets:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| CoinShares XBT Provider | ||||||||
| CoinShares XBTP - Bitcoin | $ | $ | ||||||
| CoinShares XBTP - Ethereum | ||||||||
| Total XBT Certificate Liabilities | $ | $ | ||||||
| CoinShares Physical | ||||||||
| CoinShares Physical - Bitcoin | $ | $ | ||||||
| CoinShares Physical - Staked Ethereum | ||||||||
| CoinShares Physical - Staked Solana | ||||||||
| CoinShares Physical - XRP | ||||||||
| CoinShares Physical - Other | ||||||||
| Total CS Physical certificate liabilities | $ | $ | ||||||
| CoinShares XBT Provider Physical | ||||||||
| CS XBTP Physical Staked Solana | $ | $ | ||||||
| CS XBTP Physical Other | ||||||||
| Total XBT CS Physical Certificate Liabilities | $ | $ | ||||||
16
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
6. Certificate liabilities (cont.)
Breakdown of certificate type by number and value:
| (in thousands, except number of certificates) | As of | |||||||||||||||
| Number of certificates | Dollars | |||||||||||||||
| Certificate type | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | ||||||||||||
| Bitcoin Tracker One | $ | $ | ||||||||||||||
| Bitcoin Tracker Euro | ||||||||||||||||
| Ether Tracker One | ||||||||||||||||
| Ether Tracker Euro | ||||||||||||||||
| CoinShares Bitcoin ETP | ||||||||||||||||
| CoinShares Ethereum Staking ETP | ||||||||||||||||
| CoinShares Litecoin ETP | ||||||||||||||||
| CoinShares XRP ETP | ||||||||||||||||
| CoinShares Polkadot Staking ETP | ||||||||||||||||
| CoinShares Tezos Staking ETP | ||||||||||||||||
| CoinShares Solana Staking ETP | ||||||||||||||||
| CoinShares Chainlink ETP | ||||||||||||||||
| CoinShares Uniswap ETP | ||||||||||||||||
| CoinShares Cardano Staking ETP | ||||||||||||||||
| CoinShares Cosmos Staking ETP | ||||||||||||||||
| CoinShares Polygon Staking ETP | ||||||||||||||||
| CoinShares Algorand Staking ETP | ||||||||||||||||
| CoinShares SEI Staking ETP | ||||||||||||||||
| CoinShares TON Staking ETP | ||||||||||||||||
| CoinShares BNB Staking ETP | ||||||||||||||||
| CoinShares Hyperliquid Staking ETP | ||||||||||||||||
| CoinShares Physical Top 10 Crypto Market | ||||||||||||||||
| CoinShares Physical Smart Contract Platform | ||||||||||||||||
| CoinShares Finanzen.net Top 10 Crypto ETP | ||||||||||||||||
| CoinShares XBTP Physical Litecoin | ||||||||||||||||
| CoinShares XBTP Physical XRP | ||||||||||||||||
| CoinShares XBTP Physical Chainlink | ||||||||||||||||
| CoinShares XBTP Physical Uniswap | ||||||||||||||||
| CoinShares XBTP Physical Staked Cardano | ||||||||||||||||
| CoinShares XBTP Physical Staked Polkadot | ||||||||||||||||
| CoinShares XBTP Physical Staked Solana | ||||||||||||||||
| Total certificates | $ | $ | ||||||||||||||
Issuances in relation to CoinShares Physical certificates result in the receipt of digital assets, not cash, and therefore do not impact changes in operating activities within the consolidated statements of cash flows. Management fee is net of the increase in the coin entitlement arising from the staking proceeds owed to CS Physical noteholders for staked products.
17
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
7. Reverse recapitalizations
Reverse recapitalization with Vine Hill Capital Investment Corp
On September 8, 2025, CoinShares International Limited (“CSIL”) entered into a Business Combination Agreement with Vine Hill Capital Investment Corp (“Vine Hill”), a special purpose acquisition company, and Odysseus Holdings Limited, a Jersey company subsequently renamed CoinShares PLC (“CS PLC”). The transaction completed on March 31, 2026. Vine Hill merged into a merger subsidiary of CS PLC, and CSIL became a wholly owned subsidiary of CS PLC under a Jersey scheme of arrangement. CS PLC is now the publicly listed parent of the Group.
Accounting treatment
CSIL was determined to be the accounting acquirer whilst Vine Hill was deemed to be a special purpose acquisition company whose activities were limited principally to holding cash and investments in trust and seeking a business combination. Management concluded that Vine Hill did not meet the definition of a business under ASC 805, Business Combinations.
Accordingly, the transaction was accounted for as a reverse recapitalization rather than a business combination under ASC 805. The consolidated financial statements therefore represent a continuation of CSIL’s financial statements, with CSIL and Vine Hill’s assets and liabilities recognized at their historical carrying amounts. No goodwill or other intangible assets were recognized.
Capital issuance
On completion, the Company issued
| Ordinary shares | ||||
| Recipient | Number | |||
| CSIL shareholders (excluding PIPE shares) | ||||
| PIPE investor | ||||
| Non-redeeming Vine Hill public shareholders | ||||
| Shares issued to Vine Hill Capital Sponsor I LLC | ||||
| Total | ||||
The Company also assumed
Warrants issued or assumed by the Group are assessed under ASC 815-40. The Company’s public warrants are equity-classified because they are indexed to the Company’s own Ordinary Shares and meet the conditions for equity classification: each warrant settles into a fixed number of shares at a fixed exercise price, the Company controls settlement, and there are no provisions that could require net cash settlement in circumstances outside the Company’s control or whose terms vary with the identity of the holder. Accordingly, they were recorded in equity at fair value on initial recognition and are not subsequently remeasured. The private placement warrants, which contained holder-dependent settlement features, were forfeited and cancelled on completion.
18
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
7. Reverse recapitalizations (cont.)
Cash proceeds
| $ | ||||
| Gross PIPE cash proceeds | ||||
| Less: PIPE placement fee | ( | ) | ||
| Less: transaction costs apportioned to PIPE shares | ( | ) | ||
| Total Net PIPE proceeds | ||||
| Gross trust cash attributable to non-redeeming shareholders | ||||
| Less: transaction costs apportioned to SPAC shares | ( | ) | ||
| Total Net SPAC shareholder proceeds | ( | ) | ||
| Total | ||||
The PIPE financing generated gross cash proceeds of $
Transaction costs of $
The Group’s historical share capital has been retrospectively adjusted to reflect the legal capital structure of CoinShares PLC. Comparative share and earnings per share information has similarly been retrospectively adjusted using the exchange ratio established in the transaction.
The Group recorded a charge of $
8. Related Party Transactions
The Group discloses transactions with related parties which are not consolidated. Where appropriate, transactions of a similar nature are aggregated unless separate disclosure is necessary to understand the effect of the transactions on the Group’s consolidated financial statements.
The Group has an investment in Komainu Holdings Limited (‘KHL’) of which Mr. Jean-Marie Mognetti is a minority shareholder and previously a director before resigning on January 15, 2025. The Group has a recharge agreement with KHL which allows for use of office facilities. During the six months ended June 30, 2026 and 2025, the Group charged KHL $
Komainu (Jersey) Limited (“KJL”), a wholly owned subsidiary of KHL, provides custodial services to the Group. For the six months ended June 30, 2026 and 2025, the Group paid fees to KJL of $
StableMint is an investee company of the Group. For the six months ended June 30, 2026 and 2025, the Group settled expenditures on behalf of StableMint totaling $
The Non-Executive directors of the Group receive remuneration for their role. For the six months ended June 30, 2026 and 2025, they have received $
19
CoinShares PLC
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, unless otherwise stated)
9. Earnings Per Share
The Group follows ASC 260, Earnings Per Share, which requires presentation of basic and diluted income per share (“EPS”) on the face of the statement of operations and comprehensive income for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.
Following the reverse recapitalization completed on March 31, 2026, the weighted-average number of ordinary shares and earnings per share for all prior periods presented have been retrospectively adjusted to reflect the capital structure of the Group’s new legal parent, CoinShares PLC, using the applicable exchange ratio of 1.8237.
This adjustment affects share and per-share information only and has no impact on previously reported net income.
The calculation of the basic and diluted earnings per share is based on the following data:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Earnings | ||||||||
| (Loss)/earnings for the purposes of basic earnings per share | $ | ( | ) | $ | ||||
| Effect of dilutive instrument on net income | ||||||||
| (Loss)/earnings for the purposes of diluted earnings per share | $ | ( | ) | $ | ||||
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Number of shares | ||||||||
| Weighted average number of ordinary shares for the purposes of basic earnings per share | ||||||||
| Weighted effect of dilutive potential ordinary shares: Share options | ||||||||
| Weighted average number of ordinary shares for the purposes of diluted earnings per share | ||||||||
| Basic (loss)/earnings per share | $ | ( | ) | $ | ||||
| Diluted (loss)/earnings per share | $ | ( | ) | $ | ||||
As noted above, the share options are liability classified and therefore the outstanding shares at June 30, 2026 and December 31, 2025 were excluded from diluted EPS.
10. Subsequent Events
On July 16, 2026 the CoinShares Group launched the CoinShares Bitcoin Mining UCITS on the Deutsche Börse Xetra, which subsequently began trading on July 21, 2026.
On October 1, 2025, the Group announced the strategic acquisition of Bastion Asset Management Limited (“Bastion”), a London-based, UK Financial Conduct Authority (FCA) regulated crypto-focused alternative investment manager. The terms of the acquisition require certain pre-completion actions to be taken. The purchase price for the transaction is $
20
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results of operations of CoinShares PLC (together with its subsidiaries, “CoinShares”, the “Group”, “we”, “our”) should be read in conjunction with the Group’s Unaudited Condensed Consolidated Interim Financial Statements as of and for the six months ended June 30, 2026 and for each of the six-month periods ended June 30, 2026 and 2025 and the related notes thereto. This discussion contains forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties. Actual results may differ materially from those expressed or implied by these forward-looking statements because of various factors, including those described under “Risk Factors” and “Forward-Looking Statements” in the amended registration statement. CoinShares PLC and its subsidiaries’ historical results are not necessarily indicative of the results that may be expected for any period in the future. All financial information is presented in U.S. dollars. Certain totals may not sum due to rounding.
The Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. As this represents the Group’s first interim period prepared under U.S. GAAP, prior period information has been presented on a comparable basis. The adoption of U.S. GAAP has resulted in changes to the recognition and presentation of certain items, including digital assets, which will affect the comparability of results to prior periods previously reported under IFRS. The change in functional currency of the parent entity from GBP to USD did not have a material impact on the Group’s results of operations or financial position, as the parent entity has limited foreign currency exposure.
The financial statements included in this prospectus contains two balance sheets of CoinShares PLC as of December 31, 2025 that are not comparable to each other. The audited annual balance sheet presents the Company on a pre-combination, standalone basis as a newly formed entity with nominal assets and operations prior to the closing of the SPAC Merger on March 31, 2026. The comparative December 31, 2025 balance sheet included in the unaudited condensed consolidated interim financial statements as of June 30, 2026 presents the Company on a post-combination basis, reflecting a continuation of the financial statements of CSIL as the accounting acquirer in the SPAC Merger. See the notes to each set of financial statements for a further description of their respective bases of presentation. For an understanding of the Company’s ongoing operating trends, investors should refer to (i) the unaudited condensed consolidated interim financial statements of CoinShares PLC as of and for the six months ended June 30, 2026, (ii) the audited consolidated financial statements of CSIL as of December 31, 2025, and (iii) the section of this prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
CoinShares Overview
CoinShares is an investment platform specialized in digital assets, combining an asset management business with integrated Capital Markets capabilities. The Group’s economic model is driven primarily by recurring management fees that accrue daily as a percentage of assets under management, complemented by returns generated through staking, lending, trading, execution and balance sheet activities that support the broader investment platform.
Because management fees accrue as a percentage of AUM while a substantial portion of the Group’s operating cost base does not vary with AUM in the short term, the model is designed to generate operating leverage as AUM grows. The same relationship operates in reverse during periods of declining digital asset prices. The integration of Asset Management and Capital Markets allows the Group to generate additional returns from the infrastructure and balance sheet required to operate its products.
The Group operates within a multi-jurisdictional regulatory framework and applies a security-first operating model across its two operating segments: Asset Management and Capital Markets (referred to herein as the “Asset Management Segment” and “Capital Markets Segment”).
Our Operations
Our financial results reflect a combination of:
| ● | Recurring Asset Management revenues, derived primarily from management fees accruing daily based on assets under management; |
| ● | Capital Markets Revenue and Gains, arising from the Group’s Capital Markets activities, including trading and hedging strategies, staking, lending and liquidity provisioning in support of the Group’s product platform; and |
| ● | A cost base that management seeks to manage efficiently, with a focus on delivering operating leverage as the business scales. |
21
Key Performance Indicators and Metrics:
Management evaluates the performance of the Group using the following Key Performance Indicators and Metrics:
| ● | Asset Management fees; |
| ● | Capital Markets Revenue and Gains (a non-GAAP measure); |
| ● | Revenue and Gains from Operations (a non-GAAP measure); |
| ● | Operating Income; | |
| ● | Net Income; | |
| ● | Available Capital Position (a non-GAAP measure); and |
| ● | Segment EBITDA (included herein within Segment Reporting). |
These measures are considered primary indicators of the Group’s underlying operating performance.
Gains and losses on digital asset exposure and gains and losses on certificate liabilities can result in significant volatility in reported results. These movements are largely driven by changes in digital asset prices and represent economically linked positions on the Group’s balance sheet.
As a result, management focuses on the net impact of these items, which is reflected within Capital Markets’ revenue and gains, as a more meaningful measure of the performance of the Group’s trading and hedging activities.
Asset Management
The Asset Management Segment comprises a range of platforms designed to provide investors with exposure to digital assets across multiple products, jurisdictions and trading venues.
| ● | CoinShares XBT Provider is a retail-focused platform listed on Nasdaq OMX, with distribution primarily in the Nordic region. |
| ● | CoinShares Physical is an institutional-grade platform, while remaining accessible to retail investors, listed across major European exchanges including SIX (Zurich), Xetra (Germany), Euronext (Paris and Amsterdam), Borsa Italiana (Milan) and the London Stock Exchange. The product suite includes both single-asset (staked and unstaked) and basket products. |
| ● | BLOCK Index provides exposure to the digital asset ecosystem and relevant infrastructure through listed equities. CoinShares is responsible for index construction and risk allocation, while Invesco EMEA manages distribution. |
| ● | CoinShares U.S. (formerly known as Valkyrie Funds) comprises a suite of U.S.-listed ETFs (under the 1940 Act and 1933 Act), representing the Group’s expansion into the U.S. market and access to a broader investor base. |
This segment generates recurring management fee income, primarily driven by AUM levels (in turn impacted by pricing and net flows) and product mix.
Capital Markets
The Capital Markets Segment is an integrated platform of capabilities that supports and enhances the Group’s Asset Management activities, including product development, execution and balance sheet management, while generating complementary revenue streams through the disciplined management of balance sheet exposures arising from its activities.
The segment plays a central role in supporting the Group’s listed product platform, including issuance and redemption processes, hedging activities, staking and execution across trading venues. Its core activities include:
| ● | Trading and execution strategies (algorithmic, relative value, non-directional); |
| ● | Staking (primarily ETH); |
| ● | Lending (to selected counterparties); and |
| ● | Support of ETP flows and associated hedging |
22
These activities are undertaken to support product operations and to manage exposures arising from the Group’s asset management business, including accrued fees and other balance sheet positions.
Performance within the Capital Markets Segment is influenced by market conditions, including volatility, pricing dislocations and the level of activity across the Group’s product platform. The scale of the segment is linked to the size and activity of the Group’s product platform and associated balance sheet exposures.
The Group’s operating segments are identified in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, based on the way management organizes the business, allocates resources and assesses performance. Refer to Note 2 of the Group’s unaudited condensed consolidated financial statements for further information on operating segments.
Other Activities
In addition to its operating segments, the Group maintains (i) a principal investment portfolio, comprising equity investments in digital asset-related companies and certain early-stage or restricted digital asset holdings held for investment purposes, (ii) centralized corporate and administrative functions that are not directly attributable to the activities of the Asset Management Segment or Capital Markets Segment, (iii) digital assets designated as treasury, representing long-term holdings accumulated for investment purposes in accordance with the Group’s treasury policy and (iv) an unrealized, non-cash fair value difference between the XBT Certificate Liabilities and the assets held to hedge them, reflecting differences in pricing mechanics in the respective markets rather than changes in the Group’s underlying economic exposure, and not directly attributable to either operating segment.
Factors Affecting Results of Operations
Our results of operations are driven by a limited number of variables. The most significant of these are set out below, together with the mechanism through which each affects reported revenue, gains and expenses.
Digital asset prices and net flows
Digital assets are highly volatile, and subject to uncertainty regarding future trading prices. A substantial share of the Group’s revenue is directly linked to assets under management (“AUM”) within the Asset Management Segment, which accounted for 77.8% of our consolidated revenue in the period ended June 30, 2026, rising from 74.6% in the period ended June 30, 2025. Because AUM moves with the market prices of the digital assets our products reference, and management fees accrue daily as a percentage of AUM, changes in those prices flow directly into average AUM and therefore into fee revenue. In addition, the Capital Markets Segment generates revenue and gains through trading, hedging and liquidity management activities undertaken in support of the Group’s product platform.
Net flows change AUM independently of digital asset prices. Because management fee rates differ materially across our platforms, an inflow or outflow of a given dollar amount does not have a uniform effect on revenue, and changes in the composition of AUM affect the Group’s blended Asset Management fee rate even where total AUM is unchanged. Fee rates by platform are set out under “Components of Consolidated Statement of Operations and Comprehensive Income - Management fees” below.
As a result, the Group’s revenue and gain-generating capacity across both segments is closely correlated with digital asset prices, and fluctuations in market pricing have a direct and material impact on revenue and gains. The Group’s cost base, in contrast, is largely determined by headcount, technology and infrastructure, and by the professional, issuer and compliance costs of operating a multi-jurisdictional listed product platform. It is therefore generally fixed with respect to digital asset prices, although certain costs, principally custody fees and trading expenses, vary with AUM and transaction volumes. Profitability therefore tends to move by a greater percentage than revenue and gains in both directions, rising faster in periods of rising digital asset prices and falling faster in periods of falling prices.
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Digital asset prices are strongly influenced by macroeconomic and market forces beyond our control that cannot be fully hedged against. The following graph illustrates the price performance of Bitcoin and Ethereum since January 2025.
Source: Compass Crypto Reference Index
Management fee rates and competitive dynamics
Our ability to attract investor capital into our products, and in turn increase AUM and enhance earning capacity, depends on our ability to anticipate and respond to evolving market demand through the design, development and launch of relevant investment products. This includes careful consideration of product structure, features and fee levels of all digital asset-referencing products introduced by us.
The approval and launch of digital asset ETFs in the United States in 2024 accelerated mainstream adoption but also increased competitive pressures globally.
Our continued success and growth will therefore depend on:
| ● | The timely introduction of innovative, competitively priced products that align with investor demand (such as the launch of zero-fee, staked products within the CoinShares Physical product suite which allow both CoinShares and noteholders to benefit from staking yield); |
| ● | Ongoing evaluation of the fee levels and structures of existing products relative to competing products; and |
| ● | Our ability to maintain fee levels on existing products as competing products are introduced, in certain cases at lower fee rates. |
The Group operates across structurally different market environments. In Europe, market fragmentation across jurisdictions, regulators and distribution channels create barriers to entry that favor established platforms with multi-jurisdictional regulatory approvals and operational infrastructure. The Group holds the regulatory approvals and exchange listings required to distribute across these markets, and operates the product, hedging and execution infrastructure that supports them.
In the United States, the competitive landscape is more homogeneous and characterized by large asset managers offering low-cost exposure to major digital assets. The Group does not compete directly in commoditized single-asset products. Its U.S. products carry management fees of between 25 and 185 basis points per annum, and the Group’s strategy is to compete on product structure and investment approach rather than on price.
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Distribution and partnerships
The Group’s ability to grow AUM depends in part on distribution. Our products reach investors through exchange listings, intermediary and platform relationships and, in the case of Block Index, a distribution arrangement under which Invesco EMEA manages distribution while the Group is responsible for index construction and risk allocation. The economics of these arrangements differ by product; the Block Index arrangement entitles the Group to a 50% share of a 65 basis point annual fee.
Partnerships have also historically provided seed capital for new products, which reduces the time required for a product to reach commercially relevant scale. Changes in distribution arrangements can therefore affect flows into individual products and, through product mix, the Group’s blended Asset Management fee rate.
Staking yields and network economics
The Group earns staking revenue by deploying digital assets (primarily ETH) held on its consolidated balance sheet. Certain CoinShares Physical staked products carry no fixed management fee; on those products a stated portion of the staking yield generated on the underlying assets is passed to noteholders through an increase in coin entitlement per share, and the fee earned by the Group is the balance of that yield. The fee on those products is therefore variable and moves with prevailing network staking yields.
Staking revenue is a function of three variables: the price of the staked asset, the proportion of the Group’s holdings that is staked, and the prevailing network staking yield. The proportion staked is constrained by the liquidity the Group must retain to meet potential product redemptions, and network yields are determined by protocol economics and total network participation rather than by the Group. Movements in any of these variables affect both Capital Markets revenue and the Group’s blended Asset Management fee rate.
Market volatility, liquidity and trading conditions
Capital Markets revenue and gains are driven by market conditions rather than by AUM levels. The principal variables are volatility, the depth of liquidity across the venues on which the Group operates, the frequency and size of pricing dislocations between related instruments, and the level of issuance and redemption activity across the Group’s product platform, which generates the hedging and execution flow the segment intermediates.
Periods of elevated volatility accompanied by adequate liquidity generally increase the opportunity set available to the segment. Periods of low volatility, or of high volatility accompanied by impaired liquidity and wider transaction costs, generally reduce it. Market disruptions, contentious governance issues within protocols, digital asset hacks and high-profile frauds such as FTX can reduce both trading activity and investor demand for the Group’s products, and are typically reflected in digital asset price volatility, which in turn affects AUM and fee revenue.
Because the opportunity set does not move in a fixed relationship with digital asset prices, Capital Markets revenue and gains can move independently of, and by a different magnitude than, Asset Management fee revenue in any given period.
Capital deployment and risk appetite
Capital Markets revenue and gains also depend on the extent to which management elects to deploy the Group’s balance sheet. Lending, liquidity provision and trading strategies each consume capital and carry counterparty, market, and liquidity risk. The Group’s exposures are managed within internal risk limits that management adjusts in response to prevailing conditions. Revenue from these activities is therefore partly a function of management’s willingness to deploy capital on a risk-adjusted basis.
Regulation and market access
The digital asset industry is a maturing market and is therefore subject to evolving regulatory frameworks across multiple jurisdictions. For a digital asset ETP issuer, regulatory clarity is critical to enabling product innovation, safeguarding investors, and supporting long-term market development.
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By contrast, regulatory uncertainty or adverse policy changes can restrict market access, limit product offerings, and negatively affect AUM growth and financial performance. Our ability to maintain and expand our product suite is closely linked to the development of regulatory regimes governing digital assets. Future changes in requirements relating to custody, taxation and accounting treatment, disclosures, or distribution are likely to influence product design, cost structures, and investor demand.
Our financial performance will therefore continue to rely on both active engagement with regulators and policymakers, and our ability to adapt our product offering and operations in response to regulatory developments.
Key Developments — six months ended June 30, 2026
Overview: The principal driver of the year-over-year decline in operating performance was lower average AUM resulting from the decline in digital asset prices, together with costs associated with the completion of the Group’s Nasdaq listing and its transition to U.S. GAAP, rather than a material change in the Group’s underlying operating cost structure. Because management fees accrue primarily as a percentage of AUM, changes in digital asset prices affect revenue more rapidly than they affect the Group’s largely fixed operating cost base. For the six months ended June 30, 2026, total revenue declined 35.7% while Operating Income declined 106.7% (from operating income of $75.9 million to an operating loss of $5.1 million). Conversely, this cost structure provides the potential for operating leverage during periods of AUM growth.1
Digital asset prices and AUM: During the six months ended June 30, 2026, digital asset markets experienced significant volatility against a difficult macroeconomic backdrop. Bitcoin (“BTC”) opened the year at $87.5 thousand and fell to approximately $66.7 thousand by the start of the second quarter, before rallying to a high of over $80.0 thousand during April and May, then reversing sharply amid an historic pullback in ETF flows to close the period at approximately $59.7 thousand, a decline of approximately 31.8% over the six months. Ether (“ETH”) also declined over the period by approximately 47.5%, contributing to lower dollar-value staking rewards and amounts staked within the Capital Markets segment. We experienced a decrease in AUM over the period of 25.2% to $5.52 billion. Lower average AUM reduced Asset Management fee revenue, and the Group recorded a net loss of $23.9 million for the period. In addition to the effects from a reduced AUM, net loss includes the cost of settling the Group’s historic share option plan, depreciation and amortization, certain non-recurring costs and the XBT Pricing Differential, together with, below operating income, an unrealized loss on the Group’s treasury digital asset holdings and net finance costs.
Product mix and flows: CoinShares Physical recorded net inflows of $155.9 million for the period, while CoinShares XBT Provider (our legacy platform) recorded net outflows of $104.6 million and Block Index recorded net outflows of $23.8 million, partially offset by broadly flat net inflows of $0.2 million at CoinShares U.S. The Group’s aggregate net inflows of $27.7 million were achieved against a backdrop of net outflows across global digital asset investment products for the period as a whole, including the largest weekly Bitcoin outflow recorded in 2026.
The contrasting flow profiles of CoinShares Physical and CoinShares XBT Provider reflect the continuing evolution of the Group’s European product base. The increasing relative contribution to Group AUM of CoinShares Physical reduced the Group’s indicative blended Asset Management fee rate, as CoinShares Physical products generally carry a lower fee than XBT Provider. Management expects CoinShares Physical to represent an increasing share of the Group’s European AUM over time.
Notwithstanding the overall decline in AUM, Block Index AUM increased by $226.0 million, or 17.0%, over the period to $1,558.6 million, reflecting appreciation in the listed equities underlying the index. Its increasing contribution to Group AUM also affected product mix and reduced the Group’s indicative blended Asset Management fee rate, as BLOCK carries a lower fee than the Group’s core digital asset products. The relative resilience of BLOCK Index during a period of broad digital asset price weakness illustrates the benefits of diversification across the Group’s product suite.
| 1 | Operating income contains the XBT Pricing Differential, which represented a loss of $16.6 million and a gain of $18.1 million for the six months ending June 30, 2026 and June 30, 2025 respectively. The XBT Pricing Differential is a fair value movement required under U.S. GAAP that management does not consider representative of the performance of the trading operations. See Note 6 to the Unaudited Condensed Consolidated Financial Statements for additional discussion. |
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Product expansion: The Group continued to expand its product suite during the period, launching the CoinShares Physical Hyperliquid Staking ETP in February 2026 (0% management fee, 0.5% staking yield passed to noteholders, remainder retained by CoinShares) and the CoinShares BNB Staking ETP in January 2026 (0% management fee, 0.25% staking yield passed to noteholders, remainder retained by CoinShares), extending the Group’s zero-fee staked product range across additional protocols.
Strategic expansion: Following its business combination announced in September 2025, the Group completed its listing on the Nasdaq during the period and is now publicly traded under the ticker CSHR. This represents the completion of the Group’s strategic expansion into the U.S. public markets. Reported operating expenses for the period include costs that management does not regard as recurring at the level incurred, principally professional fees and other costs associated with the completion of the Group’s Nasdaq listing and its transition to U.S. GAAP, together with the $6.1 million share-based compensation charge arising on settlement of the Group’s historic share option plan in connection with the listing.
Balance sheet and capital allocation: During the period, the Group paid a dividend of $21.5 million, repaid the principal balance of $28.8 million outstanding on its Reyl loan facility, and settled a portion of its historic share option plan at a cash cost of $18.1 million.
Other: Additionally, during the six months ended June 30, 2026, the Group recorded an unrealized, non-cash loss of $16.6 million arising from the change in the relative fair value difference of the XBT Certificate Liabilities and the assets held to hedge them. This change in the relative fair value difference is defined by management as the “XBT Pricing Differential” and discussed in detail at Note 6 — “Certificate Liabilities” to our Unaudited Condensed Consolidated Interim Financial Statements. Management does not consider the XBT Pricing Differential to be reflective of the Group’s underlying operating performance and adjusts for it within segment reporting in arriving at Segment EBITDA.
COMPONENTS OF CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
Revenues
Management fees
Management fees arise from the issuance of ETPs that provide investors with exposure to the digital asset industry, predominantly through referencing the price of digital assets. These products generate either a fixed management fee or, in the case of certain products within the CoinShares Physical product suite, a variable management fee linked to staking yields on the relevant digital asset referenced by the product. Fee levels across the Group’s Asset Management products vary depending on product type and structure, and are influenced by competitive dynamics and product features, including staking:
| CoinShares XBT Provider: | 250 bps per annum | ||
| CoinShares Physical: | 15 bps – 150 bps per annum | ||
| CoinShares Physical (staked products): | 0 bps – 1,000 bps (variable due to fluctuating staking yields) | ||
| CoinShares U.S.: | 25 bps per annum – 185 bps per annum | ||
| Block Index: | 32.5 bps per annum (50% share of 65 bps per annum) |
The overall blended fee rate is influenced by product mix and prevailing staking yields.
Staking
The Group generates staking income by deploying ETH held on its consolidated balance sheet into staking activities. Staking income is driven by ETH prices, the proportion of ETH staked, and prevailing staking yields, all of which may fluctuate. The proportion of ETH staked is managed within a risk framework designed to maintain sufficient liquidity to meet potential product outflows.
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Lending
The Group generates lending income by providing short-duration loans of digital assets to a limited number of counterparties, for which interest is earned. Lending activity is predominantly denominated in BTC.
Gains/(losses) from operations
Gain/(loss) on digital assets and digital asset ETPs.
This line item reflects changes in the fair value of the Group’s digital asset exposures, including direct holdings of digital assets, gains and losses on digital asset exchange-traded products (“ETPs”) issued by third parties and held as part of the CoinShares XBT Provider hedging program, as well as gains and losses arising from digital asset derivative positions and other trading activities undertaken by the Capital Markets segment.
Gain/(loss) on certificate liabilities
This line item reflects movements in liabilities arising from the issuance of the Group’s core Asset Management products, CoinShares XBT Provider and CoinShares Physical. As AUM increases due to price appreciation, the value of the associated liability increases and is recognized within the consolidated statement of operations and comprehensive income. Similarly, price depreciation results in a reduction in AUM and a corresponding reduction in the liability.
These movements are almost entirely offset by corresponding changes in the value of digital assets and related instruments held to hedge these liabilities. The structure of the Group’s ETPs requires that sufficient digital assets are held to hedge the liability arising from the issuance of CoinShares XBT Provider and collateralize the liability arising from the issuance of CoinShares Physical.
Although the XBT certificates and the assets held to hedge them reference the identical underlying type and number of digital assets, U.S. GAAP requires each position to be measured using the observable price applicable to that instrument. The period to period contraction or expansion in the differences between those pricing references gives rise to an unrealized accounting gain or loss even where the Group’s underlying economic exposure has not materially changed. Management refers to this difference as the “XBT Pricing Differential.” Management does not consider the XBT Pricing Differential to be reflective of the Group’s trading performance and it is excluded from Segment EBITDA. See Note 6 of the Unaudited Condensed Consolidated Financial Statements for additional information.
Together, Gain/(loss) on digital assets and digital asset ETPs and Gain/(loss) on certificate liabilities form a key component of Capital Markets Revenue and Gains, a non-GAAP performance measure.2
Other operating gains
Other operating gains primarily comprise gains and losses arising from movements in digital asset payables and receivables, reflecting changes in the value of assets and obligations denominated in digital assets.
They also include fair value gains and losses on derivative instruments, driven by market movements in underlying digital asset prices and related risk management activities.
Operating Expenses
The largest components are as follows:
Cost of revenue (excluding depreciation and amortization)
Cost of revenue comprises:
| ● | Issuer expense — Issuer expenses relate to costs incurred by the Group’s ETP issuing entities, including audit, legal and other administrative costs required to maintain and operate these products. |
| 2 | The Capital Markets Revenue and Gains non-GAAP measure includes the XBT Pricing Differential. However, “Segment Capital Markets Revenue and Gains”, the corresponding measure compliant with ASC 280 — Segments, noted in this MD&A and in Note 2 to the Unaudited Condensed Consolidated Interim Financial Statements, excludes the XBT Pricing Differential. |
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| ● | Trading expenses — Trading expenses represent costs incurred in the purchase and sale of digital assets, both in support of ETP issuance and in the execution of Capital Markets trading strategies. These costs are generally correlated with trading volumes. Certain distribution partnerships also give rise to commissions and related payments linked to trading activity. |
| ● | Custody fees — Custody fees relate to the safekeeping of digital assets held to support ETP issuance. These costs are generally correlated with AUM levels. |
| ● | Salary costs — Certain salary costs are included within cost of revenue where they relate directly to trading, product support and ETP operations. |
Salaries and employee benefits
The most significant component of our operating expenses is salary costs (including discretionary bonus payments made to employees) in the variety of jurisdictions within which we operate. Salary costs are split accordingly in our operating segment analysis. To attract and retain suitably experienced and qualified personnel, remuneration is regularly assessed alongside factors such as inflation and market rates.
Share-based compensation
Share-based compensation represents the fair value of liability-settled awards granted to employees and directors, which are remeasured at each reporting date and recognized as an expense over the relevant vesting periods. The associated expense may vary between periods based on changes in the Group’s share price and other valuation assumptions.
Professional fees
Professional fees include costs for legal, audit, accounting and other external services.
Marketing expense
Marketing expenses are incurred to promote the Group and its products with a view to driving inflows.
Technology expense
Technology expense comprises costs associated with the Group’s IT infrastructure, including software, systems, cyber security and control environment enhancements.
Depreciation and amortization
Depreciation is charged on tangible assets held and used by the Group, while amortization is recognized on a straight-line basis over the useful life of the intangible asset held in respect of the BLOCK index.
Allowance for credit losses
Allowance for credit losses reflects changes in impairment on digital asset lending balances, based on ongoing monitoring and reassessment of counterparty credit risk.
Other general and administrative expenses
Other expenses incurred by us and included within administrative expenses include items such as rental costs, travel expenses, consultants, insurance, and other general expenses.
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Other income (expenses)
Gain/(loss) on treasury digital assets
Represents changes in the fair value of digital assets held for long-term investment purposes. These assets are not held as part of the Group’s operating or trading activities within the Capital Markets Segment, and the associated gains and losses are therefore presented separately from operating gains and losses. As a result, movements in this line item reflect changes in market prices of investment holdings rather than underlying operating performance.
Fair value (loss)/gain on investments
The Group holds investments in companies within the digital asset ecosystem. The Group ceased making new investments in 2024. Fair value gains and losses are recognized in relation to these holdings within other income and expense.
Interest income
Interest income primarily represents interest income earned on cash positions held with financial counterparties.
Interest expenses
Interest expenses comprise amounts paid in respect of open positions held with financial institutions, primarily on drawdowns on broker facilities to support delta-neutral trading activities, and other borrowings on which interest is charged.
Results of Operations
Comparison for Period Ended June 30, 2026, to Period Ended June 30, 2025
During the six months ended June 30, 2026, the Group’s results were shaped principally by a decline in digital asset prices, which reduced average AUM and therefore Asset Management fee revenue, and by costs associated with the completion of the Group’s Nasdaq listing. Reported results were further affected by the cost of settling the Group’s historic share option plan, an unrealized loss on the Group’s treasury digital asset holdings and an unrealized loss on the XBT Pricing Differential, none of which management considers indicative of the operating performance of the Group’s segments.
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Revenue | $ | 51,438 | $ | 79,950 | $ | (28,512 | ) | (35.7 | )% | |||||||
| Loss on digital assets and digital asset ETPs | (1,877,339 | ) | (179,106 | ) | (1,698,233 | ) | 948.2 | % | ||||||||
| Gain on certificate liabilities | 1,754,778 | 86,169 | 1,668,609 | 1936.4 | % | |||||||||||
| Other operating gains | 109,430 | 115,403 | (5,973 | ) | (5.2 | )% | ||||||||||
| Total (losses)/gains from operations | $ | (13,131 | ) | $ | 22,466 | $ | (35,597 | ) | (158.4 | )% | ||||||
| Operating expenses | (43,419 | ) | (26,508 | ) | (16,911 | ) | 63.8 | % | ||||||||
| Operating (loss)/income | (5,112 | ) | 75,908 | (81,020 | ) | (106.7 | )% | |||||||||
| Other (expenses) and income | (18,510 | ) | 2,349 | (20,859 | ) | (888.0 | )% | |||||||||
| (Loss)/income before income taxes | $ | (23,622 | ) | $ | 78,257 | $ | (101,879 | ) | (130.2 | )% | ||||||
| Income tax expense | (313 | ) | (657 | ) | 344 | (52.4 | )% | |||||||||
| Net (loss)/income | $ | (23,935 | ) | $ | 77,600 | $ | (101,535 | ) | (130.8 | )% | ||||||
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Revenues
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Management fees | $ | 40,002 | $ | 59,613 | $ | (19,611 | ) | (32.9 | )% | |||||||
| Staking revenue | 6,642 | 9,823 | (3,181 | ) | (32.4 | )% | ||||||||||
| Lending book interest | 2,432 | 4,927 | (2,495 | ) | (50.6 | )% | ||||||||||
| Other revenue | 2,362 | 5,587 | (3,225 | ) | (57.7 | )% | ||||||||||
| Total | $ | 51,438 | $ | 79,950 | $ | (28,512 | ) | (35.7 | )% | |||||||
| i) | Management fees |
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| CoinShares XBT Provider | $ | 27,787 | $ | 44,762 | $ | (16,975 | ) | (37.9 | )% | |||||||
| CoinShares Physical | 8,686 | 12,418 | (3,732 | ) | (30.1 | )% | ||||||||||
| Block Index | 2,057 | 1,198 | 859 | 71.7 | % | |||||||||||
| CoinShares U.S. | 1,341 | 1,235 | 106 | 8.6 | % | |||||||||||
| Other | 131 | — | 131 | n/a | ||||||||||||
| Total | $ | 40,002 | $ | 59,613 | $ | (19,611 | ) | (32.9 | )% | |||||||
Management fees decreased by $19.6 million, or 32.9%, to $40.0 million for the six months ended June 30, 2026, driven by lower average AUM over the period, reflecting adverse digital asset price movements and net outflows from CoinShares XBT Provider, partially offset by continued net inflows into CoinShares Physical products and modest inflows across the remainder of the product suite. This decrease occurred despite net inflows of $27.6 million across the Group’s products during the period.
CoinShares XBT Provider generated management fees of $27.8 million for the six months ended June 30, 2026, down from $44.8 million in the prior year period, a decrease of $17.0 million or 37.9%. This decline reflects the compounding effect of lower digital asset prices during the period and net outflows of $104.6 million.
CoinShares Physical generated management fees of $8.7 million for the six months ended June 30, 2026, compared to $12.4 million in the prior year period, a decrease of $3.7 million or 30.1%. AUM declined by $937.0 million, or 33.5%, over the period to $1,863.8 million, as net inflows of $155.9 million were more than offset by an adverse price movement of $1,092.9 million. CoinShares Physical was the only platform to record material net inflows during the period.
Combined management fees from Block Index and CoinShares U.S. funds totaled $3.4 million for the six months ended June 30, 2026, compared to $2.4 million in the prior year period, an increase of $1.0 million. Block Index fees rose 71.8% to $2.1 million, as a $249.8 million increase in the value of the listed equities underlying the index more than offset net outflows of $23.8 million, lifting AUM 17.0% to $1,558.6 million. CoinShares U.S. fees rose 8.6% to $1.3 million, with broadly flat net inflows of $0.2 million offset by a $49.6 million price-driven decline in AUM to $712.8 million.
| ii) | Staking revenue |
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Staking revenue | $ | 6,642 | $ | 9,823 | $ | (3,181 | ) | (32.4 | )% | |||||||
Staking revenue decreased by $3.2 million, or 32.4%, from $9.8 million for the six months ended June 30, 2025, to $6.6 million for the six months ended June 30, 2026. This decrease reflects a reduction in the level of ETH staked in line with outflows on the XBT Provider notes and lower dollar-value staking rewards as the ETH price declined over the period, together with a decline in staking APR from 3.10% during 2025 to 2.71% at June 30, 2026.
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| iii) | Lending book interest |
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Lending book interest | $ | 2,432 | $ | 4,927 | $ | (2,495 | ) | (50.6 | )% | |||||||
Lending book interest decreased by 50.6%, representing a $2.5 million decrease from $4.9 million for the six months ended June 30, 2025, to $2.4 million for the six months ended June 30, 2026. This reflects a deliberate reduction in lending activity during the period, as management reduced exposures in line with risk appetite amid prevailing market conditions.
Other revenue
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Other revenue | $ | 2,362 | $ | 5,587 | $ | (3,225 | ) | (57.7 | )% | |||||||
Other revenue decreased by $3.2 million, or 57.7%, from $5.6 million for the six months ended June 30, 2025, to $2.4 million for the six months ended June 30, 2026. This decrease was broadly in line with the decline across the Group’s Capital Markets activities during the period.
(Loss)/gain on digital assets and digital assets ETPs/certificate liabilities/other operating gains
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Loss on digital assets and digital asset ETPs | $ | (1,877,339 | ) | $ | (179,106 | ) | $ | (1,698,233 | ) | 948.2 | % | |||||
| Gain on certificate liabilities | 1,754,778 | 86,169 | 1,668,609 | 1936.4 | % | |||||||||||
| Other operating gains | 109,430 | 115,403 | (5,973 | ) | (5.1 | )% | ||||||||||
| Total gains/(losses) from operations | $ | (13,131 | ) | $ | 22,466 | $ | (35,597 | ) | (158.4 | )% | ||||||
Loss on digital assets and digital assets ETPs reflects changes in the fair value of the Group’s digital asset exposures. For the six months ended June 30, 2026, the Group recognized a loss of $1,877.4 million compared to a loss of $179.1 million for the six months ended June 30, 2025.
These movements are almost entirely offset by corresponding changes in certificate liabilities, which are directly linked to the same underlying digital asset prices via synthetic exposure. Impact of the XBT Pricing Differential, a non-strategic, unrealized movement that management does not consider when evaluating the Group’s trading performance, for the six months ended June 30, 2026 and June 30, 2025 was a loss of $16.6 million and a gain of $18.1 million, respectively.
Cost of revenue (excluding depreciation and amortization)
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Trading expenses | $ | 2,905 | $ | 2,946 | $ | (41 | ) | (1.4 | )% | |||||||
| Issuer fees | 2,483 | 1,935 | 548 | 28.3 | % | |||||||||||
| Custody fees | 1,394 | 2,651 | (1,257 | ) | (47.4 | )% | ||||||||||
| Direct salary costs | 924 | 1,255 | (331 | ) | (26.4 | )% | ||||||||||
| Total | $ | 7,706 | $ | 8,787 | $ | (1,081 | ) | (12.3 | )% | |||||||
Cost of revenue decreased by $1.1 million, or 12.3%, from $8.8 million for the six months ended June 30, 2025 to $7.7 million for the six months ended June 30, 2026. The decrease was primarily driven by lower custody fees, which decreased by 47.4% from $2.7 million to $1.4 million following the renegotiation of custody fee rates, and lower direct salary costs, which decreased by 26.4% from $1.3 million to $0.9 million. These decreases were partially offset by higher issuer fees, which represent the various costs of the issuing entities and increased by 28.3% from $1.9 million to $2.5 million. Trading expenses remained broadly stable, decreasing by 1.4%.
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Operating expenses (excluding cost of revenue)
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Salaries and employee benefits | $ | 9,615 | $ | 7,457 | $ | 2,158 | 28.9 | % | ||||||||
| Share-based compensation | 6,089 | (171 | ) | 6,260 | 3660.8 | % | ||||||||||
| Professional fees | 7,868 | 2,691 | 5,177 | 192.4 | % | |||||||||||
| Marketing expense | 3,335 | 2,225 | 1,110 | 49.9 | % | |||||||||||
| Technology expense | 2,545 | 2,057 | 488 | 23.7 | % | |||||||||||
| Depreciation and amortization | 2,164 | 1,409 | 755 | 53.6 | % | |||||||||||
| Allowance for credit losses | (231 | ) | (270 | ) | 39 | 14.4 | % | |||||||||
| Other general and administrative expenses | 4,328 | 2,323 | 2,005 | 86.3 | % | |||||||||||
| Total | $ | 35,713 | $ | 17,721 | $ | 17,992 | 101.5 | % | ||||||||
Operating expenses (excluding cost of revenue) increased by $18.0 million, or 101.5%, from $17.7 million for the six months ended June 30, 2025, to $35.7 million for the six months ended June 30, 2026. The increase reflects a combination of items that management does not regard as recurring at the level incurred, principally the settlement of the Group’s historic share option plan and professional fees associated with the Nasdaq listing and the transition to U.S. GAAP, and a smaller increase in the Group’s underlying operating cost base. The principal movements were:
| ● | Salaries and employee benefits increased by $2.2 million, primarily reflecting bonus payments made to Bastion staff under the Group’s GIP (Growth Incentive Plan) agreement ahead of completion, connection with the launch of the new product line; |
| ● | Share-based compensation increased by $6.3 million, from a $0.2 million gain in the prior year period to a charge of $6.1 million in the current period, driven by the payout of the Group’s historic share option award in April 2026, which resulted in a significant non-recurring charge as the award vested and settled; and |
| ● | Professional fees increased by $5.2 million, or 192.4%, to $7.9 million, primarily reflecting transaction-related costs not recognized in equity of $4.9 million in connection with the Group’s Nasdaq listing, including incremental audit fees, legal costs, and other advisory fees associated with the Group’s transition to U.S. GAAP. |
Operating (loss)/income
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Operating (loss)/income | $ | (5,112 | ) | $ | 75,908 | $ | (81,020 | ) | (106.7 | )% | ||||||
The Group’s operating income decreased by $81.0 million, or 106.7%, from operating income of $75.9 million for the six months ended June 30, 2025, to an operating loss of $5.1 million for the six months ended June 30, 2026. This swing to a loss was driven primarily by the decline in revenues and gains outlined above, reflecting lower average AUM and softer Capital Markets performance amid falling digital asset prices, compounded by a significant increase in reported operating expenses, principally the increase in professional fees relating to the Group’s Nasdaq listing and U.S. GAAP transition, the increase in share-based compensation arising from the payout of the Group’s historic share option award, and the XBT/Pricing Differential which contributed a loss of $16.6 million . Since the XBT Pricing Differential is not reflective of the Group’s underlying operating performance, it is excluded from Segment EBITDA.
Other income/(expense)
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| (Loss)/gain on treasury digital assets | $ | (15,398 | ) | $ | 5,538 | $ | (20,936 | ) | (378.0 | )% | ||||||
| Fair value gain/(loss) on investments | 1,099 | (689 | ) | 1,788 | (259.6 | )% | ||||||||||
| Interest income | 878 | 476 | 402 | 84.5 | % | |||||||||||
| Interest expense | (5,089 | ) | (2,976 | ) | (2,113 | ) | 71.0 | % | ||||||||
| Total | $ | (18,510 | ) | $ | 2,349 | $ | (20,859 | ) | (888.0 | )% | ||||||
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The Group recorded a total net other expense of $18.5 million for the six months ended June 30, 2026, compared to net other income of $2.4 million for the six months ended June 30, 2025, a decline of $20.9 million. This swing was driven by the following:
| ● | (Loss)/gain on treasury digital assets swung from a gain of $5.5 million in the prior year period to a loss of $15.4 million in the current period, a decrease of $20.9 million, reflecting the decline in the market value of the Group’s treasury holdings of BTC, ETH and SOL as digital asset prices fell over the period. These holdings are non-operational and represent the Group’s only direct exposure to digital asset price movements, which the Group intends to retain on a long-term basis. |
| ● | Fair value gain/(loss) on investments improved by $1.8 million, from a loss of $0.7 million in the prior year period to a gain of $1.1 million in the current period, reflecting a favorable revaluation of the Group’s investment portfolio during the period. |
| ● | Interest income increased by $0.4 million, or 84.4%, to $0.9 million, reflecting higher average interest-bearing balances held during the period, which generated additional interest relative to the prior year period. |
| ● | Interest expense increased by $2.1 million, or 71.0%, to $5.1 million, reflecting significantly greater drawdowns on broker balances during the first half of 2026 than during the same period in 2025. |
Net income
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Net (loss)/income | $ | (23,935 | ) | $ | 77,600 | $ | (101,535 | ) | (130.8 | )% | ||||||
| Total | $ | (23,935 | ) | $ | 77,600 | $ | (101,535 | ) | (130.8 | )% | ||||||
Net (loss)/income decreased by $101.5 million, or 130.8%, from net income of $77.6 million for the six months ended June 30, 2025, to a net loss of $23.9 million for the six months ended June 30, 2026. This decrease reflects the swing to an operating loss discussed above, driven by lower revenues across the Asset Management and Capital Markets segments amid falling digital asset prices impacting the Group’s treasury holdings, together with elevated operating expenses relating to the Group’s Nasdaq listing.
A reconciliation of net loss to Segment EBITDA is set out under “Segment Reporting” below.
Segment Reporting — Comparison for the Six Months Ended June 30, 2026, to the Six Months Ended June 30, 2025
We regularly review the financial performance of our segments: Asset Management and Capital Markets. The measure of segment revenue that is reviewed by the CODM is total revenue and gains (losses) from operations. The measure of profitability that is reviewed by the CODM for each of the segments, and overall Group performance is Segment EBITDA.
The table below shows total revenue and gains (losses) from operations consistent with the information presented in the operating segment note within the Group’s unaudited condensed consolidated interim financial statements.
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Asset Management | $ | 40,002 | $ | 59,613 | $ | (19,611 | ) | (32.9 | )% | |||||||
| Capital Markets | 14,861 | 26,493 | (11,632 | ) | (43.9 | )% | ||||||||||
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The table below shows Segment EBITDA, consistent with the information presented in the operating segment note within the Group’s unaudited condensed consolidated interim financial statements.
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Asset Management | $ | 27,517 | $ | 46,323 | $ | (18,806 | ) | (40.6 | )% | |||||||
| Capital Markets | 7,135 | 21,261 | (14,126 | ) | (66.5 | )% | ||||||||||
| Unallocated | (13,014 | ) | (8,560 | ) | (4,454 | ) | 52.0 | % | ||||||||
| Segment EBITDA | $ | 21,638 | $ | 59,024 | $ | (37,386 | ) | (63.3 | )% | |||||||
A reconciliation from operating income to Segment EBITDA has been provided for each year below. The XBT/ETP Pricing Differential represents unrealized gains/(losses) that arise due to pricing dislocations against the underlying digital assets referenced. Management do not consider these gains to represent the underlying operating performance of the business and these amounts are therefore excluded from Segment EBITDA.
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Operating Income | $ | (5,112 | ) | $ | 75,908 | $ | (81,019 | ) | (106.7 | )% | ||||||
| Share option expense | 6,089 | (171 | ) | 6,260 | 3660.8 | % | ||||||||||
| XBT Pricing Differential | 16,556 | (18,122 | ) | 34,678 | (191.4 | )% | ||||||||||
| Depreciation and amortisation | 2,164 | 1,409 | 755 | 53.6 | % | |||||||||||
| Exceptional expenses | 1,941 | — | 1,941 | N/A | ||||||||||||
| Segment EBITDA | $ | 21,638 | $ | 59,024 | $ | (37,385 | ) | (63.3 | )% | |||||||
Segment EBITDA
Segment EBITDA is a key measure used by the CODM to assess the underlying operating performance of the Group. It comprises revenues generated from the Group’s core activities, including management fees from asset management products and all Capital Markets revenues, such as staking, lending, and trading gains. Trading gains are driven by the net impact of movements in digital asset positions versus corresponding certificate liabilities.
Segment EBITDA excludes non-operational or non-recurring items, including financing costs, depreciation and amortization, share-based compensation, and one-off items. It is also adjusted to exclude the movement on XBT Pricing Differential, the unrealized, non-cash movement arising from the delta between the fair value of the Group’s XBT certificate liabilities, third-party digital asset ETPs, and CME futures-based hedge positions, and the digital assets to which they relate, as this differential is market-driven and does not, in management’s view reflect the Group’s underlying operating performance.
Asset Management Segment
Asset Management revenue and gains from operations decreased by $19.6 million, or 32.9%, to $40.0 million for the six months ended June 30, 2026, driven by lower average AUM over the period, reflecting adverse digital asset price movements and net outflows from CoinShares XBT Provider, partially offset by continued net inflows into CoinShares Physical products and modest inflows across the remainder of the product suite. This decrease occurred despite net inflows of $27.7 million across the Group’s products during the period.
Asset Management EBITDA decreased by 40.6%, or $18.8 million, from $46.3 million for the six months ended June 30, 2025, to $27.5 million for the six months ended June 30, 2026. This reflects the decline in Asset Management fees of 32.9% to $40.0 million, driven by lower average AUM as a result of the contraction in digital asset prices experienced in H1 2026.
Capital Markets Segment
Capital Markets total revenue and gains from operations decreased by 43.9%, or $11.6 million from $26.5 million for the six months ended June 30, 2025, to $14.9 million for the six months ended June 30, 2026. This reflects the decline in lending, staking and other revenue of 43.8% to $11.4 million. These movements are largely driven by a reduction of total staked AuM, as well as deliberately conservative positioning of the lending book in a period of significant digital asset pricing contraction Capital Markets EBITDA decreased by 66.5%, or $14.1 million, from $21.3 million for the six months ended June 30, 2025, to $7.1 million for the six months ended June 30, 2026. This decrease reflects the decline in Capital Markets operating segment revenue and gains of 43.9% to $14.9 million (H1 2025: $26.5 million), driven by lower staking revenue, softer trading performance and reduced lending activity within the segment.
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Unallocated
Unallocated costs comprise items not directly attributable to the Group’s operating segments, including central corporate expenses, treasury gains and losses, principal investment results, and other non-operating income and gains. These items are managed at the Group level and can introduce some volatility between periods depending on market conditions and one-off events.
Unallocated costs increased by $4.5 million, or 52.0%, from $8.6 million for the six months ended June 30, 2025, to $13.0 million for the six months ended June 30, 2026. This increase is primarily attributable to higher professional fees incurred in connection with the Group’s Nasdaq listing and transition to U.S. GAAP.
Refer to Note 2 of the Group’s unaudited condensed consolidated interim financial statements for further information on operating segments.
Segmental Analysis
Our key business metrics focus on the financial performance of the Group’s Asset Management activities. A variety of metrics are monitored within the operations of the Group’s Asset Management activities. Revenues generated, the level of AUM within the individual product lines and collectively as a platform, and the level of flow seen on the various product suites.
Asset Management Business Metrics — AUM and Flows
| Period Ended June 30, | Year Ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| CoinShares XBT Provider3 | ||||||||||||
| Beginning of period assets | $ | 2,512,070 | $ | 3,780,961 | $ | 3,780,961 | ||||||
| (Outflows)/Inflows | (104,650 | ) | (280,840 | ) | (982,070 | ) | ||||||
| Price appreciation/(depreciation) | (1,020,327 | ) | (49,337 | ) | (286,821 | ) | ||||||
| End of period assets | $ | 1,387,093 | $ | 3,450,785 | $ | 2,512,070 | ||||||
| Management fees generated | $ | 27,787 | $ | 44,763 | $ | 92,647 | ||||||
| Number of products (end of period) | 11 | 11 | 11 | |||||||||
| CoinShares Physical4 | ||||||||||||
| Beginning of period assets | $ | 2,800,822 | $ | 2,323,398 | $ | 2,323,398 | ||||||
| (Ouflows)/Inflows | 155,888 | 434,810 | 1,098,640 | |||||||||
| Price appreciation/(depreciation) | (1,092,904 | ) | (38,306 | ) | (621,216 | ) | ||||||
| End of period assets | $ | 1,863,806 | $ | 2,719,902 | $ | 2,800,822 | ||||||
| Management fees generated | $ | 8,686 | $ | 12,418 | $ | 27,676 | ||||||
| Number of products (end of period) | 20 | 16 | 15 | |||||||||
| CoinShares U.S.5 | ||||||||||||
| Beginning of period assets | $ | 755,315 | $ | 1,109,632 | $ | 1,109,632 | ||||||
| (Ouflows)/Inflows | 207 | (22,870 | ) | (55,870 | ) | |||||||
| Price appreciation/(depreciation) | (42,715 | ) | (226,973 | ) | (298,446 | ) | ||||||
| End of period assets | $ | 712,807 | $ | 859,789 | $ | 755,315 | ||||||
| Management fees generated | $ | 1,341 | $ | 1,235 | $ | 2,763 | ||||||
| Number of products (end of period) | 4 | 4 | 4 | |||||||||
| 3 | Also included within this AUM figure is the combined immaterial amount of the XBT CS Physical products (of which there are 7). The AUM within these products was, in totality as of June 30, 2026, $1.3 million. |
| 4 | AUM expressed inclusive of non-fee-paying seed amounts of $264.7 million as of June 2026. |
| 5 | AUM expressed inclusive of non-fee-paying seed amounts of $299.3 million as of June 2026. |
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| Period Ended June 30, | Year Ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Block Index | ||||||||||||
| Beginning of period assets | $ | 1,332,606 | $ | 821,303 | $ | 821,303 | ||||||
| (Ouflows)/Inflows | (23,824 | ) | (49,750 | ) | (94,070 | ) | ||||||
| Price appreciation/(depreciation) | 249,836 | 245,761 | 605,372 | |||||||||
| End of period assets | $ | 1,558,618 | $ | 1,017,314 | $ | 1,332,606 | ||||||
| Management fees generated | $ | 2,057 | $ | 1,197 | $ | 3,281 | ||||||
| Number of products (end of period) | 1 | 1 | 1 | |||||||||
| Total AUM6 | ||||||||||||
| Beginning of period assets | $ | 7,400,813 | $ | 8,035,295 | $ | 8,035,295 | ||||||
| (Ouflows)/Inflows | 27,621 | 81,350 | (33,370 | ) | ||||||||
| Price appreciation/(depreciation) | (1,906,110 | ) | (68,854 | ) | (601,112 | ) | ||||||
| End of period assets | $ | 5,522,323 | $ | 8,047,790 | $ | 7,400,813 | ||||||
| Management fees generated | $ | 40,002 | $ | 59,613 | $ | 126,371 | ||||||
| Composition of AUM | ||||||||||||
| CoinShares XBT Provider | 25 | % | 43 | % | 34 | % | ||||||
| CoinShares Physical | 34 | % | 34 | % | 38 | % | ||||||
| CoinShares U.S. | 13 | % | 11 | % | 10 | % | ||||||
| Block Index | 28 | % | 13 | % | 18 | % | ||||||
| Total | 100 | % | 100 | % | 100 | % | ||||||
KEY PERFORMANCE AND OPERATING METRICS EVALUATED BY MANAGEMENT
In assessing the performance of our business, we consider a variety of operating and financial measures:
Asset Management Fees: Asset Management Fees represent management fees earned on the Group’s products and reflect the performance of the Asset Management operating segment, driven primarily by AUM and fee rates.
CAPITAL MARKETS REVENUE AND GAINS: Capital Markets Revenue and Gains represent the revenues and gains generated by the Capital Markets operating segment of the Group and reflect returns generated through the Group’s Capital Markets activities, including trading, hedging and liquidity management undertaken in support of the Group’s product platform. This includes the movement on the XBT Pricing Differential. This is a key performance measure and is defined below in non-GAAP Financial Information.
REVENUE AND GAINS FROM OPERATIONS: represent revenue plus: gain or loss on digital assets and digital asset ETPs, gain or loss on certificate liabilities, and other operating gains or losses. This metric, which is equivalent to the combination of both Asset Management Fees and Capital Markets Revenue and Gains includes activities which are not considered revenue under U.S. GAAP. This is a key performance measure and is discussed further below in non-GAAP Financial Information.
OPERATING INCOME: Operating Income is a U.S. GAAP measure representing the Group’s profit from operations.
NET INCOME: Net Income is a U.S. GAAP measure representing the Group’s profit for the period.
AVAILABLE CAPITAL POSITION: represents management’s view of the Group’s available capital, comprising cash balances and proprietary assets that can be readily realized to meet operational requirements. These resources primarily support product operations, investor redemptions and hedging activities associated with the Group’s Asset Management platform. Available capital includes actively managed positions and digital assets held in respect of accrued management fees within the CoinShares XBT Provider platform, which are economically linked to fiat-denominated balances and are not exposed to digital asset price volatility. This measure reflects the Group’s capital-light model and the deployment of liquidity across highly liquid financial instruments beyond reported cash equivalents. The Available Capital Position is defined in non-GAAP Financial Information.
| 6 | Total AUM expressed inclusive of non-fee-paying seed amounts Fee-paying AUM as of June 30, 2026 totaled $4.96 billion. |
37
AUM: Assets under Management (“AUM”) represents the total value of assets across the Group’s products, including (i) assets held on the Group’s consolidated balance sheets (including CoinShares XBT Provider and CoinShares Physical) and (ii) assets within products managed by the Group that are not consolidated but generate management fees (including BLOCK Index and CoinShares U.S.). AUM is a key driver of fee generation within the Asset Management segment and influences the level of activity within the Capital Markets segment through product-related flows, hedging requirements and accrued balances. It is presented inclusive of seed amounts within CoinShares Physical and CoinShares U.S.
We refer to Capital Markets Revenue and Gains and Available Capital Position within this report, as we use these measures to evaluate our operating performance. These measures are defined as non-GAAP Financial Measures. We believe these measures are useful to investors in evaluating our operating performance. These measures are supplemental and are not presented in accordance with U.S. GAAP, and should not be considered as substitutes for U.S. GAAP measures such as Operating Income and Net Income.
Further information relating to our non-GAAP Financial Measures including reconciliations to the most directly comparable U.S. GAAP measures can be found below in the non-GAAP Information section.
These key measures and comparisons for the periods ended June 30, 2026, and 2025 are as follows:
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Asset management fees | $ | 40,002 | $ | 59,613 | $ | (19,611 | ) | (32.9 | )% | |||||||
| Capital Markets Revenue and Gains | (1,695 | ) | 44,615 | (46,310 | ) | (103.8 | )% | |||||||||
| Revenue and gains from operations | 38,307 | 102,416 | (64,109 | ) | (62.6 | )% | ||||||||||
| Operating Income | (5,112 | ) | 75,908 | (81,020 | ) | (106.7 | )% | |||||||||
| Net income | (23,935 | ) | 77,600 | (101,535 | ) | (130.8 | )% | |||||||||
These key measures and comparisons as of June 30, 2026, and December 31, 2025 are as follows:
| (in thousands) | As at June 30, 2026 | As at December 31, 2025 | Change | Percent Change | ||||||||||||
| Available capital position | 413,855 | 481,355 | (67,500 | ) | (14.0 | )% | ||||||||||
| AUM | 5,522,324 | 7,400,813 | (1,878,489 | ) | (25.4 | )% | ||||||||||
Asset management fees decreased by $19.6 million, or 32.9%, to $40.0 million for the six months ended June 30, 2026, compared to $59.6 million in the prior year period. The decrease was primarily driven by lower average AUM over the period, reflecting adverse digital asset price movements and net outflows from CoinShares XBT Provider, partially offset by net inflows into CoinShares Physical. This decrease was achieved despite modest net inflows across the product suite during the period, highlighting the importance of average AUM in driving fee generation.
Capital Markets Revenue and Gains decreased by $46.3 million, or 103.8%, to a loss of $1.7 million for the six months ended June 30, 2026, compared to a gain of $44.6 million in the prior year period. This decline was primarily attributable to a $34.7 million unfavorable swing in the XBT Pricing Differential, which moved from an unrealized gain of $18.1 million in the six months ended June 30, 2025 to an unrealized loss of $16.6 million in the six months ended June 30, 2026. Excluding the impact of the XBT Pricing Differential, Capital Markets revenue and gains decreased by $11.6 million, or 43.9%, reflecting lower staking revenue, softer trading performance, and reduced stable lending activities across the Capital Markets segment amid subdued market conditions.
Revenue and gains from operations were $38.3 million for the six months ended June 30, 2026, compared with $102.4 million for the six months ended June 30, 2025, a decrease of 62.6%. This movement was significantly amplified by the XBT Pricing Differential: the 2025 figure was boosted by an $18.1 million gain from the differential, while the 2026 figure was reduced by a $16.6 million loss from the same source.
Operating income decreased by $81.0 million, or 106.7%, to an operating loss of $5.1 million for the six months ended June 30, 2026, compared to operating income of $75.9 million in the prior year period. The decrease reflects lower revenues noted above, together with elevated operating expenses following the Group’s Nasdaq listing.
Net income decreased by $101.5 million, or 130.8%, to a net loss of $23.9 million for the six months ended June 30, 2026, compared to net income of $77.6 million in the prior year period. The decrease was primarily driven by the decline in Operating Income noted above, together with a swing to a loss on the Group’s treasury digital asset holdings during the period, compared to a gain in the prior year period.
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The Group’s available capital position decreased by $67.5 million, or 14.0%, to $413.9 million as of June 30, 2026, compared to $481.4 million as of December 31, 2025. The decrease is driven primarily by cash outflows arising from repayment of the Group’s Reyl loan facility ($28.8 million), dividend payments ($21.5 million), the cash settlement of a portion of the Group’s historic share option plan ($18.1 million), a loss on treasury digital asset holdings ($15.4 million), bonuses paid ($4.3 million), net finance costs ($4.2 million) and a number of smaller items, partially offset by the operating performance of the Group and a net inflow of $3.9 million from transaction activity.
AUM decreased by $1,878.5 million, or 25.4%, to $5.52 billion as of June 30, 2026, compared to $7.40 billion as of December 31, 2025. The decrease was primarily driven by adverse digital asset price movements during the period, partially offset by net inflows of $27.7 million across the Group’s product suite. This reflects the sensitivity of period-end AUM to market pricing, despite positive inflows during the period.
Liquidity and Capital Resources
Summary Cashflow — Comparison for the Six Months Ended June 30, 2026, and the Six Months Ended June 30, 2025
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Net cash flow provided by operating activities | $ | 12,440 | $ | 112,588 | $ | (100,148 | ) | (89.0 | )% | |||||||
| Net cash used in investing activities | (890 | ) | (1,129 | ) | 239 | (21.2 | )% | |||||||||
| Net cash generated used in financing activities | (43,375 | ) | (29,176 | ) | (14,199 | ) | 48.7 | % | ||||||||
| Net (decrease)/increase in cash and cash equivalents | (31,825 | ) | 82,283 | (114,108 | ) | (138.7 | )% | |||||||||
| Cash and cash equivalents at the beginning of the period | 64,243 | 24,915 | 39,328 | 157.8 | % | |||||||||||
| Effects of currency translation on cash and cash equivalents | 14,650 | (33,963 | ) | 48,613 | (143.1 | )% | ||||||||||
| Cash and cash equivalents at the end of the period | $ | 47,068 | $ | 73,235 | $ | (26,167 | ) | (35.7 | )% | |||||||
Operating activities
Net cash flows generated from operating activities decreased by $100.1 million, or 89.0%, to $12.4 million in the six months ended June 30, 2026, compared with net cash generated from operating activities of $112.5 million in the six months ended June 30, 2025. Net cash generated from operations in the six months ended June 30, 2026, primarily reflected an inflow of $157.4 million in respect of digital asset ETPs, trade receivables and other assets, partially offset by net redemptions of XBT certificate liabilities of $105.7 million and net purchases of digital assets of $8.1 million. In the comparative period, the inflow was driven principally by net sales of digital assets of $425.8 million, partially offset by net redemptions of XBT certificate liabilities of $278.2 million and an outflow of $47.9 million in respect of digital asset ETPs, trade receivables and other assets.
Investing activities
Net cash used in investing activities of $0.9 million in the six months ended June 30, 2026, comprises purchases of intangible assets of $0.6 million and purchases of property and equipment of $0.3 million. In the six months ended June 30, 2025, net cash used in investing activities was $1.1 million, comprising purchases of intangible assets of $0.9 million and purchases of property and equipment of $0.2 million.
Financing activities
Net cash used in financing activities of $43.4 million for the six months ended June 30, 2026, is a $14.2 million increase from the figure of $29.2 million of net cash used in the six months ended June 30, 2025. The outflow in the six months ended June 30, 2026, comprised the repayment of long-term debt of $28.8 million, dividends paid of $21.4 million, purchases of share options of $18.1 million and payments of lease liabilities of $0.9 million, partially offset by proceeds from the reverse recapitalization, net of transaction costs, of $25.8 million received through the completion of Group’s business combination with Vine Hill Capital Investment Corp on March 31, 2026. Cash outflows in the six months ended June 30, 2025, comprised dividends paid of $12.8 million, the repurchase of ordinary shares of $10.6 million, purchases of share options of $5.8 million and payments of lease liabilities of $0.5 million, partially offset by $0.5 million of proceeds from the exercise of share options.
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Amounts due to Brokers
As of June 30, 2026, amounts due to brokers totalled $173.5 million. These balances relate to facilities drawn by the Group to support its delta-neutral trading strategies. As such, the exposure is fully matched by assets held by the Group, and repayment will not present a constraint.
Non-GAAP Information
Revenue and Gains from Operations
Revenues and gains from operations is a non-GAAP financial measure used by management to evaluate the performance of the Group’s primary business activities. This measure includes revenues derived from the issuance and management of the Group’s Asset Management Products, revenue 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.
Management believes this measure provides useful supplemental information by reflecting the combined economic contribution of the Group’s fee-based and market-based activities, which are managed as part of an integrated operating model. In evaluating this measure, management also considers the impact of the XBT Pricing Differential, which affects certain of the line items comprised within Revenues and gains from operations and gives rise to a perpetually unrealized, temporary gain or loss that can distort the measure in either direction.
Revenues and gains from operations is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to, or more meaningful than, revenue or other measures of performance prepared in accordance with U.S. GAAP. In addition, this measure may not be comparable to similarly titled measures used by other companies.
| Period Ended June 30, | Percent | |||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||
| Revenue | $ | 51,438 | $ | 79,950 | $ | (28,512 | ) | (35.7 | )% | |||||||
| Loss on digital assets and digital asset ETPs | (1,877,339 | ) | (179,106 | ) | (1,698,233 | ) | 948.2 | % | ||||||||
| Gain on certificate liabilities | 1,754,778 | 86,169 | 1,668,609 | 1936.4 | % | |||||||||||
| Other operating gains | 109,430 | 115,403 | (5,973 | ) | (5.2 | )% | ||||||||||
| Total | $ | 38,307 | $ | 102,416 | $ | (64,109 | ) | (62.6 | )% | |||||||
Capital Markets Revenue and Gains
Capital Markets Revenue and Gains is a non-GAAP measure that reflects the total performance of the Capital Markets operating segment. It includes all income streams attributable to this segment, capturing the full economic impact of its activities.
This measure incorporates the net effect of digital asset gains and losses together with movements in certificate liabilities, which are intrinsically linked through the structuring and hedging of products. As such, it presents the combined outcome of these positions on a net basis, including the movement on the XBT Pricing Differential.
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Capital Markets Revenue and Gains is driven by the Group’s Capital Markets activities, including trading, hedging and liquidity management. By aggregating these components, the measure provides a more representative view of the segment’s underlying performance than individual line items presented under U.S. GAAP.
| Period Ended June 30, | Percent | |||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | Change | ||||||||||||||
| Staking revenue | $ | 6,642 | $ | 9,823 | $ | (3,181 | ) | (32.4 | )% | |||||||||
| Lending book interest | 2,432 | 4,927 | (2,495 | ) | (50.6 | )% | ||||||||||||
| Other revenue | 2,362 | 5,587 | (3,225 | ) | (57.7 | )% | ||||||||||||
| Capital Markets revenue | $ | 11,436 | $ | 20,337 | $ | (8,901 | ) | (43.8 | )% | |||||||||
| Loss on digital assets and digital asset ETPs | (1,877,339 | ) | (179,106 | ) | (1,698,233 | ) | 948.2 | % | ||||||||||
| Gain on certificate liabilities | 1,754,778 | 86,169 | 1,668,609 | 1936.4 | % | |||||||||||||
| Other operating gains | 109,430 | 115,403 | (5,973 | ) | (5.2 | )% | ||||||||||||
| Less: unallocated gains on digital assets | — | 1,812 | (1,812 | ) | (100.0 | )% | ||||||||||||
| Capital Markets (losses)/gains | $ | (13,131 | ) | $ | 24,278 | $ | (37,409 | ) | (154.1 | )% | ||||||||
| Capital Markets (losses)/revenue and gains | $ | (1,695 | ) | $ | 44,615 | $ | (46,310 | ) | (103.8 | )% | ||||||||
| of which: XBT Pricing Differential | (i) | (16,556 | ) | 18,122 | (34,678 | ) | (191.4 | )% | ||||||||||
| (i) | The XBT Pricing Differential represents the unrealized, non-cash movement arising from the delta between the fair value of the Group’s XBT certificate liabilities, third-party digital asset ETPs, CME futures-based hedge positions, and the digital assets to which they relate. Because management does not consider this differential to reflect the Group’s underlying operating performance, it is excluded from Segment EBITDA and Capital Markets segment performance. |
Available Capital Position
The Group’s liquidity is not solely represented by cash and cash equivalents. These resources primarily support product operations, investor redemptions and hedging activities associated with the Group’s Asset Management platform. Given the nature of the Group’s business model, cash and liquid resources are actively managed within the Group’s product, hedging and treasury activities, within defined risk and liquidity frameworks.
Accordingly, management assesses liquidity by reference to the Group’s Available Capital Position, which comprises cash balances and proprietary assets that can be readily realized to meet operational requirements and investor redemptions.
A significant component of this position relates to digital assets and hedging positions held in respect of accrued management fees within the CoinShares XBT Provider platform. While these assets are denominated in digital assets such as BTC and ETH, they are economically linked to fixed fiat-denominated fee balances and are not exposed to digital asset price volatility. These balances are realized as part of the normal redemption process.
This approach reflects the Group’s capital-light asset management model, complemented by a highly liquid balance sheet supporting the Group’s operations.
The below table reflects management’s view of the Group’s available capital position, which exceeds reported cash balances due to the deployment of capital into liquid hedging and market activities supporting the Group’s product platform.
| (in thousands) | Period Ended June 30, 2026 | Year Ended December 31, 2025 | Change | Percent Change | ||||||||||||
| Cash and cash equivalents | $ | 47,068 | $ | 64,243 | $ | (17,175 | ) | (26.7 | )% | |||||||
| Digital assets – held for operations | 2,515,483 | 3,974,713 | (1,459,230 | ) | (36.7 | )% | ||||||||||
| Digital assets – held as treasury | 26,687 | 33,354 | (6,667 | ) | (20.0 | )% | ||||||||||
| Digital asset exchange traded products | 640,116 | 1,145,428 | (505,312 | ) | (44.1 | )% | ||||||||||
| Digital asset receivables, net | 238,969 | 108,517 | 130,452 | 120.2 | % | |||||||||||
| Total | 3,468,323 | 5,326,255 | (1,857,932 | ) | (34.9 | )% | ||||||||||
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| (in thousands) | Period Ended June 30, 2026 | Year Ended December 31, 2025 | Change | Percent Change | ||||||||||||
| XBT Certificate Liabilities | (1,358,004 | ) | (2,465,007 | ) | 1,107,003 | (44.9 | )% | |||||||||
| XBT CS Physical Certificate Liabilities | (1,326 | ) | (1,279 | ) | (47 | ) | 3.7 | % | ||||||||
| CS Physical Certificate Liabilities | (1,406,792 | ) | (2,041,154 | ) | 634,362 | (31.1 | )% | |||||||||
| Digital asset payables | (114,764 | ) | (168,374 | ) | 53,610 | (31.8 | )% | |||||||||
| Amounts due to brokers | (173,582 | ) | (169,086 | ) | (4,496 | ) | 2.7 | % | ||||||||
| Total | (3,054,468 | ) | (4,844,900 | ) | 1,790,432 | (37.0 | )% | |||||||||
| Net | 413,855 | 481,355 | (67,500 | ) | (14.0 | )% | ||||||||||
| of which: accrued fee | 284,594 | 280,020 | 4,574 | 1.6 | % | |||||||||||
| (i) | The Group’s Available Capital Position includes the cumulative unrealized impact of the XBT Pricing Differential. This amounted to $10.2 million as of June 30, 2026 (December 31, 2025: $26.9 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 Group 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. |
Material Contractual Obligations/Agreements
Across the Group there are several material agreements in place that bring rise to financial obligations.
CoinShares XBT Provider Prospectus
The CoinShares XBT Provider Prospectus outlines the contractual terms and conditions of the products in issue. The core obligations arising from the product issuance highlight that:
| ● | Investors have the right to request redemption of their XBT products in accordance with the procedures and notice periods set out in the prospectus. We are obliged to settle redemptions promptly. |
| ● | The issuer must ensure that the XBT products remain fully supported through maintenance of appropriate hedging and collateral arrangements. |
This results in a certificate liability recognized on our consolidated balance sheet on an ongoing basis (until note redemption) that is material. The liability is economically hedged by the Group through its proprietary assets which are actively managed, ensuring the requisite exposure to the digital assets referenced by the XBT products is constantly maintained. Similarly, we must maintain digital asset exposure that is sufficiently liquid to settle such liabilities on demand.
CS Physical Prospectuses
The CoinShares Physical Prospectuses outlines the contractual terms and conditions of the products in issue. The core obligations arising from the product issuance highlight that:
| ● | Investors have the right to request redemption of their CoinShares Physical products in accordance with the procedures and notice periods set out in the prospectus. We are obliged to settle redemptions promptly. |
| ● | The issuer must ensure that the CoinShares Physical products remain fully collateralized, holding all assets at a designated custodian. |
This results in a certificate liability recognized on our Consolidated balance sheet on an ongoing basis (until note redemption) that is material. Similarly, we always hold a digital asset balance equivalent to the liability.
Quantitative and Qualitative Disclosures about Market Risk
The Group is exposed to market risks arising from fluctuations in digital asset prices, foreign exchange rates and interest rates. These risks are managed through a combination of structural offsets inherent in the Group’s business model and active risk management strategies undertaken by the Capital Markets function.
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Digital Asset Price Risk
The Group’s exposure to digital asset price movements primarily arises from holdings of digital assets on its balance sheet and from its role as issuer of exchange-traded products (“ETPs”). In respect of its ETP activities, the Group holds digital assets to hedge liabilities associated with issued products. As a result, movements in digital asset prices give rise to corresponding changes in both asset values and certificate liabilities, which are economically linked and largely offset one another.
Accordingly, while changes in digital asset prices may result in significant gross gains or losses within the consolidated statement of operations, the Group’s net economic exposure in respect of these positions is limited. The Group also holds certain digital assets for treasury purposes. These positions are actively subject to market price volatility and are as follows as of June 30, 2026, and December 31, 2025:
| (in thousands) | As at June 30, 2026 | As at December 31, 2025 | ||||||
| Digital assets – held as treasury | 26,687 | 33,354 | ||||||
Foreign Exchange Risk — CoinShares XBT Provider Accrued Fee
The Group is exposed to foreign exchange risk primarily in relation to accrued management fees within the CoinShares XBT Provider platform, which are denominated in EUR and SEK. To manage this exposure, the Group enters into foreign exchange swap arrangements and other hedging transactions. These positions are designed to mitigate the impact of currency fluctuations on the Group’s net economic exposure. While these hedging activities may give rise to gains or losses due to market movements and interest rate differentials, they are undertaken in the context of risk management and are intended to reduce overall exposure rather than create additional risk.
Liquidity and Funding Risk
The Group manages liquidity risk through maintaining a portfolio of liquid assets, including cash and digital assets that can be readily realized.
Given the Group’s business model, cash and liquid assets are actively managed within Capital Market activities, subject to defined risk and liquidity frameworks; however, management monitors overall liquidity based on a broader definition, which includes proprietary trading positions and assets held in connection with the CoinShares XBT Provider platform. This approach ensures that the Group can meet its operational requirements and investor redemption obligations as they fall due.
Counterparty Credit Risk — Lending
The Group is exposed to counterparty credit risk through its digital asset lending activities, whereby assets are lent to a select group of institutional counterparties. These counterparties are subject to internal approval processes and ongoing monitoring, with exposures managed within defined risk limits.
The Group’s lending activities are primarily conducted with established market participants, and counterparty risk is assessed through a combination of quantitative and qualitative factors, including creditworthiness, market reputation, liquidity profile and historical performance.
In certain instances, loans are extended on an uncollateralized basis. While such arrangements carry an inherent risk of counterparty default, the Group seeks to mitigate this risk through careful counterparty selection, diversification of exposures and active monitoring of credit conditions. The Group continuously evaluates its lending portfolio and may adjust exposure levels or terminate lending relationships where risk profiles change.
| (in thousands) | As at June 30, 2026 | As December 31, 2025 | Change | Percent Change | ||||||||||||
| Digital asset lending | $ | 179,646 | $ | 70,472 | $ | 109,174 | 154.9 | % | ||||||||
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Implications of Being an Emerging Growth Company and Smaller Reporting Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). As an emerging growth company, we are eligible to rely on certain exemptions from public company reporting requirements. These include, among others, the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations relating to executive compensation in this prospectus and in our periodic reports and proxy statements, and the absence of any requirement to hold non-binding advisory votes on executive compensation or golden parachute arrangements.
We may also take advantage of the extended transition period provided under Section 107 of the JOBS Act for complying with new or revised accounting standards, which allows emerging growth companies to defer adoption of certain standards until they would otherwise apply to private companies. As a result of these accommodations, the information we provide may differ from that of other public companies that are not emerging growth companies.
We will continue to qualify as an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the first sale of our common shares pursuant to an effective registration statement, or the fiscal year in which our total annual gross revenues equal or exceed $1,235,000,000 (as such amount may be adjusted for inflation in accordance with SEC rules); or (ii) the date on which we become a large accelerated filer, meaning the market value of our common shares held by non-affiliates exceeds $700,000,000 as of the end of the second fiscal quarter of a given year, or the date on which we have issued more than $1,000,000,000 in non-convertible debt over the preceding three-year period.
Critical Accounting Estimates and Judgments
The preparation of the Group consolidated financial statements requires management to make judgments, estimates and assumptions in applying accounting policies to determine the reported amounts of assets, liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
Valuation of digital assets
Management needs to apply judgment in determining appropriate accounting policies based on the facts and circumstances of the digital asset holdings, including in the identification of a principal market. Furthermore, in certain cases when determining fair values, inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Management needs to apply judgment to identify the significance of particular inputs to their fair value measurement and consideration of factors specific to the asset.
The principal market for each digital asset is an active market with quoted prices for identical assets. Therefore, the fair value of the asset is measured within Level 1 as the product of the quoted price for the individual digital asset and the quantity held by the Group. As digital asset markets operate continuously, without a traditional market close, the Company established an accounting convention for the cut-off for determining the fair value of the digital assets on the reporting date as 11:59:59 GMT.
Valuation of certificate liabilities
The Group values its ETP assets using quoted prices in active markets wherever available. However, on certain reporting dates an ETP may not trade, even though the underlying digital asset it represents continues to move in value. In these circumstances, the Group adjusts the last available quoted price by reflecting the movement in the underlying digital asset up to the time of market close for that asset on the reporting date. This ensures that the fair value of the ETP remains aligned with the economic exposure represented by its underlying digital asset and maintains consistency with the valuation approach applied to the Group’s digital asset holdings.
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Share based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the exercise multiple, volatility and dividend yield and making assumptions about them. The Group measures the fair value of its share option liability using the binomial model. Share options are remeasured to fair value at the end of each reporting period until settlement or expiration.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective to accomplish their objectives at the reasonable assurance level because of the identification of material weaknesses in internal control over financial reporting relating to the issues described below.
Management believes that our internal control over financial reporting in CoinShares International Limited and CoinShares PLC was ineffective as of June 30, 2026 because of the material weaknesses identified related to the following:
| (i) | Deficiencies in the design and implementation of controls related to the detail and timeliness of reviews of reconciliations and other controls over financial reporting including the recognition, measurement and disclosures related to completeness of liabilities and to digital assets in CoinShares International Limited; and |
| (ii) | In respect of CoinShares International Limited, deficiencies in the design and implementation of effective IT general controls related to the accounting systems supporting the financial reporting process, including in relation to logical access and change management controls. |
The Company is in the process of implementing the following measures to strengthen its financial reporting capabilities. The Company is taking the following actions: (1) the Company intends to hire additional technical resources to automate manual processes within the finance department and implement automated controls where possible; (2) the Company has enhanced the documentation of its internal controls and its controls over financial reporting. The Company is improving its control testing procedures and continuing remediate deficiencies in its internal controls over financial reporting, including those that operate at a sufficient level of precision and frequency or that evidence the performance of the control; and (3) the Company seeks to continually assess, and, as necessary, design and implement enhancements to such controls and related processes.
As of this date, the Company is in the process of remediating the material weaknesses identified. For instance, the Company intends to implement journal approval aiming to reduce the number of manual journals, as well as the adoption of enhanced processes and corrections of controls arising from this evaluation.
The Company notes that these remediation efforts will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. As a result, the timing of when the Company will be able to fully remediate the material weaknesses is uncertain. While the Company is working to remediate the material weakness as timely and efficiently as possible, at this time the Company cannot provide an estimate of the time it will take to fully complete this remediation plan.
All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls. Further, because of changes in conditions, the effectiveness of internal controls may vary over time. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company cannot be certain that these measures will successfully remediate the material weaknesses or that other material weaknesses will not be discovered in the future.
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