As filed with the U.S. Securities and Exchange Commission on July 18, 2025.

Registration No. 333-            ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933

Bullish

(Exact name of Registrant as specified in its charter)

10A Building A, 60 Nexus Way, Camana Bay,
George Town, Grand Cayman, Cayman Islands, KY1-9005

(Address, including zip code, including
area code, of Registrant’s principal executive offices)​

Bullish US LLC
Suite 302, 4001 Kennett Pike,
County of New Castle,
Wilmington, Delaware 19807

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐​

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated July 18, 2025

PRELIMINARY PROSPECTUS

BULLISH

ORDINARY SHARES

This is our initial public offering. We are offering a total of           ordinary shares, with a nominal value of $0.001 per share (the “Ordinary Shares”) of Bullish (“Bullish” or the “Company”).

We anticipate that the initial public offering price will be between $       and $       per Ordinary Share. We intend to apply to list our Ordinary Shares on the New York Stock Exchange (“NYSE”) under the symbol “BLSH”.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to       additional Ordinary Shares, at the initial public offering price, less underwriting discounts and commissions.

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, will be eligible for reduced public company disclosure requirements. See section entitled “Summary — Foreign Private Issuer Status.”

Upon completion of this offering, we will have one class of shares in our share capital, the Ordinary Shares. Each Ordinary Share will be entitled to one vote per share. See section entitled “Description of Share Capital and Articles of Association.”

Bullish is a Cayman Islands exempted company that acts as a holding company with operations primarily conducted through its subsidiaries in the Cayman Islands, Hong Kong, the United States, Singapore, the United Kingdom, Germany, and Gibraltar. Our subsidiaries incorporated in Hong Kong (together, our “Hong Kong Subsidiaries”) have each been established to perform specific services for other entities in the Bullish Group and conduct aspects of our Bullish Exchange business. Bullish HK Limited provides a range of services including engineering and development, cybersecurity, sales and relationship management, custody operations (which include coordinating with our third-party custody service providers for the administration of digital assets in custodial wallets), and technology operations services as well as shared group support services such as marketing, finance, human resources, legal and compliance, and risk management. Bullish HK Limited is based in Hong Kong and provides services out of Hong Kong. Bullish HK Markets Limited holds Types 1, 7 and Virtual Asset Trading Platform licenses with the Securities and Futures Commission of Hong Kong (“SFC”) in respect of our Bullish Exchange business in Hong Kong. We also intend for Bullish HK Operations Limited to offer Bullish Exchange services in Hong Kong if it is successful in obtaining a Type 1 license from the SFC. Bullish HK Custody Limited is a licensed trust and custody service provider that provides digital asset and fiat custody services to support the Bullish Exchange in Hong Kong. Certain terms are defined in the section of this prospectus entitled “Frequently Used Terms.”

Services provided by our Hong Kong Subsidiaries are integral to our business operations, although we continue to work on geographical diversification to reduce country concentration risk. Collectively, our Hong Kong Subsidiaries provide operational and support services across various functions. Despite the integral role of our Hong Kong subsidiaries, over 50% of our personnel are already located outside of Hong Kong, including in the Cayman Islands, the United States, Singapore, the United Kingdom, Germany, and Gibraltar, where they provide services across every major function of Bullish such as engineering and development, other technology functions, cybersecurity, marketing, legal, compliance and risk management. Apart from the digital assets of our Bullish Exchange customers in Hong Kong which are held with Bullish HK Custody Limited in compliance with the applicable regulatory requirements, none of our other customers’ digital assets or Bullish’s own digital assets are held by our Hong Kong Subsidiaries. It is our policy that: (i) Bullish HK Custody Limited will hold digital assets only for our Bullish Exchange customers in Hong Kong; (ii) for all other Bullish Exchange customers, their digital assets will be held by the Bullish Group entity with which they do business; and (iii) a Bullish Group entity may only hold its own digital assets, meaning no Bullish Group entity may hold digital assets on behalf of another Bullish Group entity (except where a Bullish Group entity has deposited digital assets as a customer of the Bullish Exchange). If a Bullish Group entity wishes to hold its own digital assets, it is required to go through an internal approval process, including board approvals and establishment of account control procedures.

We and our subsidiaries in the Cayman Islands, Gibraltar, and the United States maintain bank accounts and balances with banks in the United States and also maintain balances with local institutions. Our Singapore subsidiary has local currency bank accounts in Singapore for its operational needs. Our Hong Kong subsidiaries maintain bank accounts in amounts determined to be necessary to support operational and regulatory needs in Hong Kong.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

The aggregate balance of such Hong Kong bank accounts as of March 31, 2025 was US$1.4 million (including bank balances of HK$0.1 million (equivalent to US$0.01 million).

The People’s Republic of China (“PRC”) government imposes controls on the convertibility of Renminbi, the national currency of the PRC, into foreign currencies and, in certain cases, the remittance of currency out of mainland China. Although we have no business operations in mainland China, if such control were to extend to Hong Kong, or if by any case we were to become subject to such oversight or discretion in the future, it may restrict the ability of our Hong Kong Subsidiaries to remit currency maintained in Hong Kong to non-Hong Kong entities in order for those entities to pay dividends or make other payments or otherwise satisfy their foreign-currency-denominated obligations. The Hong Kong government has not issued similar laws or regulations for companies that are incorporated in or conduct businesses in Hong Kong. Other than the above, there is no regulatory oversight by authorities in mainland China or Hong Kong over the flow of funds among Bullish Group entities, or any distributions or dividends to our investors as of the date of this prospectus, and we do not expect there will be such regulatory oversight before or after the completion of this offering.

Hong Kong is a Special Administrative Region of the PRC and enjoys its own limited autonomy as defined by the Basic Law of Hong Kong. Hong Kong’s legal system, which is different from that of mainland China, is based on common law and has its own laws and regulations, but some of the national laws of the PRC are made applicable in Hong Kong under the Basic Law. It has been speculated that there may be increased alignment between PRC laws and regulations and the Basic Law or that PRC laws and regulations will be applied directly in Hong Kong. As a result, the legal and operational risks and uncertainties associated with operating in the PRC may be applicable to Hong Kong and we may face similar legal and operational risks and uncertainties relating to our operations in Hong Kong. Depending on the extent of the risks and uncertainties, we may determine that we must relocate operations from Hong Kong to another jurisdiction, which could result in disruption of business, additional costs and expenses, and loss of key personnel, any of which could adversely affect our financial condition and results of operations.

The position on digital asset businesses in mainland China is significantly less permissive than Hong Kong. The central bank in mainland China has recently announced a ban on digital asset trading activities. In addition, the Chinese government recently announced that it would increase supervision of mainland Chinese companies listed offshore. Under the new measures, the Chinese government will improve regulation of cross-border data flows and security, police illegal activity in the securities market and punish fraudulent securities issuances, market manipulation and insider trading. It will also monitor sources of funding for securities investment and control leverage ratios. The Cyberspace Administration of China (“CAC”) has also opened a cybersecurity probe into several large U.S.-listed technology companies focusing on anti-monopoly and financial technology regulation and, more recently with the passage of the PRC Data Security Law, how companies collect, store, process and transfer data. If the recent PRC regulatory actions on data security or other data-related laws and regulations were to apply to us, we could become subject to certain cybersecurity and data privacy obligations, including the potential requirement to conduct a cybersecurity review for our listing on a foreign stock exchange, and the failure to meet such obligations could result in penalties and other regulatory actions against us and may materially and adversely affect our business and results of operations.

The Bullish Exchange does not maintain operations in mainland China, does not generate revenues from mainland China, and does not intend to provide services in mainland China. The Bullish Exchange does not intend to provide customer services to potential customers located in mainland China, and does not intend to conduct sales and marketing activities or other communication with residents in mainland China. We believe, based on determinations made by our administrative and legal staff in Hong Kong (but not based on any third party legal opinion) that the laws and regulations of the PRC that do not apply in Hong Kong, including the recent developments on digital assets and cybersecurity laws and regulations of the PRC, do not currently have any material impact on our business, financial condition and results of operations or the listing of our securities, notwithstanding the fact that we maintain subsidiaries in Hong Kong. However, if certain PRC laws and regulations were to become applicable in Hong Kong in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities to significantly decline or become worthless.

As we currently do not have any business operations in mainland China, we are not required to obtain any permission or approval from the CSRC, CAC or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors. In the event that we inadvertently concluded that relevant permissions or approvals were not required or that applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, any failure by us to maintain or obtain such permissions or approvals could result in enforcement and other action by the PRC government, including investigations, penalties, fines and orders, which action could significantly limit or completely hinder our ability to operate and offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

We also face risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. Trading in our securities on U.S. markets, including the NYSE, may be prohibited under the HFCAA if the Public Company Accounting Oversight Board, or PCAOB, determines that it is unable to inspect or investigate completely our auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report

The information in this prospectus is not complete and may be changed. The securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The U.S. independent public accounting firm of the Company, Deloitte & Touche LLP, which is headquartered in the United States and registered with the PCAOB, was not among the auditor firms listed on the determination list issued by the PCAOB, which noted all of the auditor firms that the PCAOB was not able to inspect. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors, including positions taken by authorities of the PRC and the PCAOB. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. Although our U.S. independent registered accounting firm is inspected by the PCAOB, and we have no operations in Mainland China, there can be no assurance that we will be able to comply with requirements imposed by U.S. regulators if there is significant change to current political arrangements between Mainland China and Hong Kong, or if any component of our auditor’s work papers become located in Mainland China in the future. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and we were to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited.

The delisting or the cessation of trading of our Ordinary Shares, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment.

For a detailed description of risks relating to doing business in Hong Kong, see section entitled “Risk Factors — Risks Relating to Doing Business in Hong Kong.”

We fund our subsidiaries’ cash requirements through a combination of intercompany loans, capital injection and intercompany service fees. We generally aim to provide our service companies, such as our Hong Kong Subsidiaries, with adequate working capital and liquidity to pay their bills. We also monitor our foreign exchange exposures to hedge against possible currency exchange losses. See “Notes to the Consolidated Financial Statements — 2 Summary of Principal Accounting Policies — 2.11 Financial Liabilities and Equity — (iv) Financial Liabilities — Foreign Exchange Gains and Losses” of our Consolidated Financial Statements. From January 1, 2024 to December 31, 2024, dividends of US$5 million were made by our Hong Kong Subsidiaries to Bullish Global. Payments concerning intra-group services were made to our Hong Kong Subsidiaries (1) by Bullish (GI) Limited in the amount of US$24.9 million; and (2) by Bullish Global in the amount of US$5.4 million.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our Ordinary Shares involves risks. See the section entitled “Risk Factors” beginning on page 34 to read about factors you should consider before buying our Ordinary Shares.

Cantor                      Deutsche Bank Securities SOCIETE GENERALE

                  A Stifel Company 

The date of this prospectus is            , 2025

 

TABLE OF CONTENTS

Through and including            , 2025 (the 25th day after the date of the prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Neither we, the underwriters nor our or their respective affiliates have authorized anyone to provide you with any information other than that included in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. Neither we, the underwriters nor our or their respective affiliates take any responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. Neither we, the underwriters, or any of our or their respective affiliates have authorized any other person to provide you with different or additional information. Offers to sell, and solicitations of offers to buy, the Ordinary Shares are being made only in jurisdictions where such offers and sales are permitted. You should assume that the information contained in this prospectus is accurate only as of the date

 

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on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares. Our business, financial condition, operating results and prospects may have changed since such date.

For investors outside the United States: we have not and the underwriters have not done anything that would permit the use of or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States. See “Underwriting.”

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, in this document:

“AMMI” means automated market making instructions, a type of order on Bullish Exchange’s platform that allows clients to generate a series of bids and asks based on their trading parameters.

“BaFin” means the Federal Financial Supervisory Authority in Germany.

“Bitcoin” or “BTC” means the native digital asset on the Bitcoin protocol and blockchain network as initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto.

“Bullish Exchange” or the “Exchange” refers to our digital assets exchange business.

“Bullish Global” means Bullish Global, a Cayman Islands exempted company, an indirect subsidiary of Bullish.

“Bullish Group” or the “Group” means Bullish and its subsidiaries.

“China” or the “PRC” means the People’s Republic of China, including Hong Kong and Macau and, only for the purposes of this prospectus, excluding Taiwan; the only instances in which “China” or the “PRC” do not include Hong Kong or Macau are when used in reference to laws and regulations, including, among others, tax matters, adopted by the People’s Republic of China; the legal and operational risks associated with operating in China may also apply to our operations in Hong Kong.

“Class A Shares” means our Class A common shares, par value $0.001.

“Class B Shares” means our Class B preference shares, par value $0.001.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“digital assets” means digital assets, blockchain-based tokens, cryptocurrencies, and other similar blockchain-based asset equivalents.

“digital assets ecosystem” means the interconnected network of technologies, platforms, markets, participants, and regulatory frameworks that support the creation, issuance, trading, and management of digital assets.

“Ethereum” or “ETH” means the native digital asset on the Ethereum network.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FVTPL” means fair value through profit or loss.

“GFSC” means the Gibraltar Financial Services Commission.

“Hong Kong Subsidiaries” means subsidiaries of Bullish incorporated in Hong Kong.

“IASB” means the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO Reorganization” means the conversion of shares to occur immediately prior to this offering.

“mining” means the process by which new blocks are created, and thus new transactions are added to the blockchain. Typically used with respect to proof-of-work blockchains.

“NYSE” means The New York Stock Exchange.

“Ordinary Shares” means the ordinary shares of Bullish, with a nominal value of $0.001 per share.

“Peer set” means the set of regulated, centralized cryptocurrency exchanges which Bullish defines as its peer set for comparative business purposes. As of the date of this prospectus, it is comprised of Coinbase, Kraken, LMAX, Gemini and itBit.

 

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“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SFC” means the Securities and Futures Commission of Hong Kong.

“stablecoin” means a type of digital asset that is designed to have a stable price relative to another underlying asset such as fiat money or a commodity, including other types of digital assets. The value of the stablecoin may fluctuate based on the volatility of the underlying asset.

“staking” means an energy efficient equivalent of mining. Stakers use their tokens to validate transactions and create blocks. In exchange for this service, stakers earn a reward.

“U.S.” means the United States of America.

“U.S. dollar,” “USD,” “US$” and “$” mean the legal currency of the United States.

“USDC” refers to the stablecoin issued by Circle Internet Financial LLC.

“USDT” refers to the stablecoin issued by Tether Limited.

“U.S. GAAP” means United States generally accepted accounting principles.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains estimates and forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would,” and similar words are intended to identify estimates and forward-looking statements.

Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties and are made in light of information currently available to us. Many important factors may adversely affect our results as indicated in forward-looking statements. These factors include, but are not limited to:

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our financial performance, including financial projections and business metrics, and any underlying assumptions thereunder;

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our mission, goals and strategies;

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our future business development, including obtaining regulatory licenses in new jurisdictions, financial conditions and results of operations;

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trends in, and expected growth and market size of, digital assets;

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expected changes in our revenues, costs or expenditures;

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our expectations regarding demand for, and market acceptance of, our products and services;

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our expectations regarding our relationships with customers and third-party business partners;

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competition in our industry;

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potential breaches of our security systems;

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assertions by third-parties of infringement or other violations by us of their intellectual property rights;

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relevant laws and regulations in the jurisdictions in which we operate;

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risks related to our status as a foreign private issuer;

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general economic and business conditions in the markets where we operates;

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uncertainty in whether in the future the PRC government will exert substantial influence, discretion, oversight, and control over the manner in which Hong Kong-based entities must conduct their business activities; and

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the outcome of any known and unknown litigation and regulatory proceedings.

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Other sections of this prospectus describe additional risk factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements.

We qualify all of our forward-looking statements by these cautionary statements. See section entitled “Risk Factors.”

You should read this prospectus and the documents that we have filed as exhibits to this prospectus completely and with the understanding that our actual future results may be materially different and worse from what we expect.

 

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Currency

All references in this prospectus to “U.S. dollar,” “USD,” “US$” or “$” are to the currency of the United States.

Presentation of Financial Information

In accordance with IFRS as issued by the IASB, we prepare our consolidated financial statements on a historical cost basis, except for the revaluation of certain assets that are measured at revalued amounts or fair values at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability which market participants take into account when pricing the asset or liability at the measurement date.

Non-IFRS Financial Measures

In this prospectus, we present certain financial measures that are not recognized by IFRS and that may not be permitted to appear on the face of IFRS-compliant financial statements or notes thereto.

The non-IFRS financial measures used in this prospectus are “adjusted transaction revenue,” “adjusted revenue,” “adjusted net income (loss)” and “adjusted EBITDA”. For a discussion of these measures and a reconciliation of each to their most closely comparable IFRS measures, see section entitled “Management’s Discussion & Analysis of Financial Condition and Results of Operations — Non-IFRS Financial Measures”.

Presentation of Ordinary Shares

As of the date of this prospectus, we have issued and outstanding 226,429,508 Class A Shares and 5,471,874 Class B Shares. In addition, Thomas W. Farley, our Chief Executive Officer, and David W. Bonanno, our Chief Financial Officer, hold shares and units in our subsidiary, BMC1 (“BMC1 Equity”) that are subject to various time, performance and liquidity vesting restrictions, and certain of our employees, other individuals and service providers hold restricted stock units (“Bullish Global RSUs”) or options to acquire shares (“Bullish Global Options”) or shares in our subsidiary, Bullish Global, subject to vesting conditions. Immediately prior to the completion of this offering, in a transaction we refer to as the “IPO Reorganization”:

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each Class A Share and each Class B Share will convert into a like number of Ordinary Shares;

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certain conversion rights with respect to the BMC1 Equity described below (the “BMC1 Conversion Rights”) will become effective;

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certain shares in Bullish Global will convert into a number of Ordinary Shares;

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Bullish Global RSUs will convert into a number of RSUs of Ordinary Shares (subject to the same vesting conditions); and

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Bullish Global Options will convert into options to acquire Ordinary Shares (subject to the same vesting conditions).

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The BMC1 Conversion Rights will, subject to vesting, entitle Mr. Farley and Mr. Bonanno to exchange their BMC1 Equity for an aggregate of 10,293,832 and 3,676,369 Ordinary Shares, respectively, at any time following the completion of this offering.

For more information on the classes of shares, see section entitled “Description of Share Capital and Articles of Association”.

 

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Rounding

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

 

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MARKET AND INDUSTRY DATA

We rely on and refer to industry data, information and statistics regarding the markets in which we compete from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. We have supplemented this information where necessary with our own internal estimates and information, taking into account publicly available information about other industry participants and our management’s best view as to information that is not publicly available. This information appears in the section entitled “Business” in this prospectus. We have taken such care as we consider reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from us and independent third parties. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.

 

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TRADEMARKS, SERVICE MARKS, COPYRIGHTS AND TRADENAMES

We own or otherwise have rights to the trademarks, service marks, and copyrights, including those mentioned in this prospectus, used in conjunction with the operation of our business. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks, copyrights, and tradenames of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights, or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Solely for convenience, our trademarks and tradenames referred to in this prospectus may appear without the ® ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the rights of the applicable licensor to these trademarks and tradenames.

 

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​	​	​	Three months ended June 30,							​
​	​	​	2025 (estimated)				​	​	2024 (actual)	​
​	​	​	Low	​	​	High	​
(in millions)	​	​	​	​	​	​	​	​	​	​
Digital assets sales	​	​	​	​	​	​	​	​	​	​
Cost of digital assets derecognized	​	​	​	​	​	​	​	​	​	​
Other revenues	​	​	​	​	​	​	​	​	​	​
Change in fair value of digital assets held, net	​	​	​	​	​	​	​	​	​	​
Net spread related income and change in fair value of perpetual futures	​	​	​	​	​	​	​	​	​	​
Change in fair value of investments in financial assets	​	​	​	​	​	​	​	​	​	​
Administrative expenses	​	​	​	​	​	​	​	​	​	​
Other expenses	​	​	​	​	​	​	​	​	​	​
Finance expenses	​	​	​	​	​	​	​	​	​	​
Change in fair value of derivatives	​	​	​	​	​	​	​	​	​	​
Change in fair value of financial liability at FVTPL	​	​	​	​	​	​	​	​	​	​
Income/(loss) before income tax	​	​	​	​	​	​	​	​	​	​
Income tax expense	​	​	​	​	​	​	​	​	​	​
Net income/(loss)	​	​	​	​	​	​	​	​	​	​
Non-IFRS Financial Measures	​	​	​	​	​	​	​	​	​	​
Adjusted transaction revenue(1)	​	​	​	​	​	​	​	​	​	​
Adjusted revenue(1)	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA(2)	​	​	​	​	​	​	​	​	​	​
Adjusted net income(2)	​	​	​	​	​	​	​	​	​	​

​	​	​	Three months ended June 30,							​
​	​	​	2025 (estimated)				​	​	2024 (actual)	​
​	​	​	Low	​	​	High	​
(in millions)	​	​	​	​	​	​	​	​	​	​
Digital assets sales	​	​	​	​	​	​	​	​	​	​
Digital asset sales on venues other than Exchange	​	​	​	​	​	​	​	​	​	​
Digital asset sales – on our Exchange	​	​	​	​	​	​	​	​	​	​
Cost of digital assets derecognized – on our Exchange	​	​	​	​	​	​	​	​	​	​
Change in fair value of digital assets inventories, arising from purchase of digital assets on our Exchange	​	​	​	​	​	​	​	​	​	​
Transaction income	​	​	​	​	​	​	​	​	​	​
Net spread related income and change in fair value of perpetual futures	​	​	​	​	​	​	​	​	​	​
Adjusted transaction revenue	​	​	​	​	​	​	​	​	​	​
Subscriptions and services revenue	​	​	​	​	​	​	​	​	​	​
Change in fair value of investment in financial assets	​	​	​	​	​	​	​	​	​	​
Revaluation of digital assets held as investments	​	​	​	​	​	​	​	​	​	​

23

 

​	​	​	Three months ended June 30,							​
​	​	​	2025 (estimated)				​	​	2024 (actual)	​
​	​	​	Low	​	​	High	​
(in millions)	​	​	​	​	​	​	​	​	​	​
Adjusted Revenue	​	​	​	​	​	​	​	​	​	​

​	​	​	2025 (estimated)				​	​	2024 (actual)	​
​	​	​	Low	​	​	High	​
(in millions)	​	​	​	​	​	​	​	​	​	​
Net income/(loss)	​	​	​	​	​	​	​	​	​	​
Adjusted to exclude the following:	​	​	​	​	​	​	​	​	​	​
Digital asset sales on other venues	​	​	​	​	​	​	​	​	​	​
Cost of digital assets derecognized on other venues	​	​	​	​	​	​	​	​	​	​
Loss/(Gain) from changes in fair value of digital assets inventories net payables to customers	​	​	​	​	​	​	​	​	​	​
Income tax expense	​	​	​	​	​	​	​	​	​	​
Finance expenses	​	​	​	​	​	​	​	​	​	​
Share-based payment expenses	​	​	​	​	​	​	​	​	​	​
Change in fair value of loan and other receivables – digital assets	​	​	​	​	​	​	​	​	​	​
Change in fair value of digital assets loan payable	​	​	​	​	​	​	​	​	​	​
Change in fair value of derivatives	​	​	​	​	​	​	​	​	​	​
Change in fair value of financial liability at FVTPL	​	​	​	​	​	​	​	​	​	​
Change in fair value of investments in financial assets	​	​	​	​	​	​	​	​	​	​
Impairment of right-of-use assets	​	​	​	​	​	​	​	​	​	​
Non-recurring expenses	​	​	​	​	​	​	​	​	​	​
Depreciation and amortization	​	​	​	​	​	​	​	​	​	​
Adjusted to include the following:	​	​	​	​	​	​	​	​	​	​
Revaluation of digital assets held as investments	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA	​	​	​	​	​	​	​	​	​	​
Finance expenses	​	​	​	​	​	​	​	​	​	​
Depreciation and amortization	​	​	​	​	​	​	​	​	​	​
Tax effect of adjusted net income before taxes	​	​	​	​	​	​	​	​	​	​
Adjusted net income	​	​	​	​	​	​	​	​	​	​

24

 

​

25

 

​

26

 

27

 

28

 

29

 

​

​

​

Three months ended March 31,

​

​

Year Ended December 31,

​

​

​

​

2025

​

​

2024

​

​

2024

​

​

2023

​

​

2022

​

​

​

​

(in thousands, except per share data)

​

Digital assets sales

​

​

​

​

80,236,157

​

​

​

​

​

80,404,577

​

​

​

​

$

250,201,282

​

​

​

​

$

116,492,159

​

​

​

​

$

72,890,186

​

​

Cost of digital assets derecognized

​

​

​

​

(80,209,641)

​

​

​

​

​

(80,375,573)

​

​

​

​

​

(250,104,770)

​

​

​

​

​

(116,419,218)

​

​

​

​

​

(72,797,297)

​

​

Other revenues

​

​

​

​

20,304

​

​

​

​

​

9,366

​

​

​

​

​

61,967

​

​

​

​

​

15,341

​

​

​

​

​

5,090

​

​

Change in fair value of digital assets held, net

​

​

​

​

(246,762)

​

​

​

​

​

162,174

​

​

​

​

​

207,043

​

​

​

​

​

1,351,832

​

​

​

​

​

(4,044,293)

​

​

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

​

​

​

​

(3,702)

​

​

​

​

​

(4,220)

​

​

​

​

​

(17,139)

​

​

​

​

​

(654)

​

​

​

​

​

—

​

​

Change in fair value of investment in financial assets

​

​

​

​

(71,810)

​

​

​

​

​

349

​

​

​

​

​

29,453

​

​

​

​

​

3,671

​

​

​

​

​

—

​

​

Administrative expenses

​

​

​

​

(47,186)

​

​

​

​

​

(36,757)

​

​

​

​

​

(153,119)

​

​

​

​

​

(104,211)

​

​

​

​

​

(122,755)

​

​

Other expenses

​

​

​

​

(15,063)

​

​

​

​

​

(9,916)

​

​

​

​

​

(46,079)

​

​

​

​

​

(34,465)

​

​

​

​

​

(52,889)

​

​

Finance expense

​

​

​

​

(10,240)

​

​

​

​

​

(8,929)

​

​

​

​

​

(38,529)

​

​

​

​

​

(2,983)

​

​

​

​

​

(6,094)

​

​

Change in fair value of derivatives

​

​

​

​

—

​

​

​

​

​

(526)

​

​

​

​

​

(12,190)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Change in fair value of financial liability at FVTPL

​

​

​

​

(900)

​

​

​

​

​

(35,600)

​

​

​

​

​

(43,350)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Amortization of convertible redeemable preference shares

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(116,632)

​

​

Income/(loss) before income tax

​

​

​

​

(348,843)

​

​

​

​

​

104,945

​

​

​

​

​

84,569

​

​

​

​

​

1,301,472

​

​

​

​

​

(4,244,684)

​

​

Income tax expense/(benefit)

​

​

​

​

221

​

​

​

​

​

(176)

​

​

​

​

​

(5,005)

​

​

​

​

​

(1,457)

​

​

​

​

​

(1,200)

​

​

Net income/(loss)

​

​

​

​

(348,622)

​

​

​

​

​

104,769

​

​

​

​

​

79,564

​

​

​

​

​

1,300,015

​

​

​

​

​

(4,245,884)

​

​

Net income/(loss) attributable to:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owners of the Group

​

​

​

​

(343,994)

​

​

​

​

​

103,573

​

​

​

​

​

78,527

​

​

​

​

​

1,299,167

​

​

​

​

​

(4,245,884)

​

​

Non-controlling interests

​

​

​

​

(4,628)

​

​

​

​

​

1,196

​

​

​

​

​

1,037

​

​

​

​

​

848

​

​

​

​

​

—

​

​

​

​

​

​

​

(348,622)

​

​

​

​

​

104,769

​

​

​

​

​

79,564

​

​

​

​

​

1,300,015

​

​

​

​

​

(4,245,884)

​

​

Other comprehensive income/(loss):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revaluation of digital assets held as investments

​

​

​

​

(99,903)

​

​

​

​

​

604,967

​

​

​

​

​

1,020,339

​

​

​

​

​

—

​

​

​

​

​

—

​

​

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

​

​

​

​

6,050

​

​

​

​

​

(16,850)

​

​

​

​

​

(16,350)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

​

(93,853)

​

​

​

​

​

588,117

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

30

 

​

​

​

Three months ended March 31,

​

​

Year Ended December 31,

​

​

​

​

2025

​

​

2024

​

​

2024

​

​

2023

​

​

2022

​

​

​

​

(in thousands, except per share data)

​

Item that may be reclassified subsequently to profit or loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Foreign exchange differences on translation of foreign operations

​

​

​

​

543

​

​

​

​

​

—

​

​

​

​

​

(712)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total comprehensive income/(loss)

​

​

​

​

(441,932)

​

​

​

​

​

692,886

​

​

​

​

​

1,082,841

​

​

​

​

​

1,300,015

​

​

​

​

​

(4,245,884)

​

​

Total comprehensive income/(loss) attributable to:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owners of the Group

​

​

​

​

(436,318)

​

​

​

​

​

686,577

​

​

​

​

​

1,072,710

​

​

​

​

​

1,299,167

​

​

​

​

​

(4,245,884)

​

​

Non-controlling interests

​

​

​

​

(5,614)

​

​

​

​

​

6,309

​

​

​

​

​

10,131

​

​

​

​

​

848

​

​

​

​

​

—

​

​

Total comprehensive income/(loss)

​

​

​

​

(441,932)

​

​

​

​

​

692,886

​

​

​

​

$

1,082,841

​

​

​

​

$

1,300,015

​

​

​

​

$

(4,245,884)

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

226,430

​

​

​

​

​

225,000

​

​

​

​

​

225,328

​

​

​

​

​

225,000

​

​

​

​

​

225,000

​

​

Diluted

​

​

​

​

226,430

​

​

​

​

​

230,472

​

​

​

​

​

230,800

​

​

​

​

​

244,369

​

​

​

​

​

225,000

​

​

Earnings / (Loss) per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

(1.52)

​

​

​

​

​

0.46

​

​

​

​

​

0.35

​

​

​

​

​

5.77

​

​

​

​

​

(18.87)

​

​

Diluted

​

​

​

​

(1.52)

​

​

​

​

​

0.45

​

​

​

​

​

0.34

​

​

​

​

​

5.32

​

​

​

​

​

(18.87)

​

​

​

​

​

March 31

​

​

December 31,

​

​

​

​

2025

​

​

2024

​

​

2023

​

​

​

​

(in US$ thousands)

​

Cash and cash equivalents

​

​

​

​

28,300

​

​

​

​

​

31,540

​

​

​

​

​

112,901

​

​

Digital assets held – inventories

​

​

​

​

192,594

​

​

​

​

​

573,876

​

​

​

​

​

1,289,346

​

​

Digital assets held – intangible assets

​

​

​

​

1,608,850

​

​

​

​

​

1,878,268

​

​

​

​

​

—

​

​

Digital assets held – financial assets

​

​

​

​

131,938

​

​

​

​

​

132,649

​

​

​

​

​

253,663

​

​

Loans and other receivables – digital assets

​

​

​

​

262,616

​

​

​

​

​

166,388

​

​

​

​

​

17,696

​

​

Investments in financial assets

​

​

​

​

260,443

​

​

​

​

​

86,173

​

​

​

​

​

1,103

​

​

Customer segregated cash

​

​

​

​

6,598

​

​

​

​

​

6,382

​

​

​

​

​

62

​

​

Other current assets

​

​

​

​

36,237

​

​

​

​

​

37,102

​

​

​

​

​

31,101

​

​

Non-current assets

​

​

​

​

137,351

​

​

​

​

​

135,034

​

​

​

​

​

98,647

​

​

Total assets

​

​

​

​

2,664,927

​

​

​

​

​

3,047,412

​

​

​

​

​

1,804,519

​

​

Borrowings from related parties

​

​

​

​

477,300

​

​

​

​

​

482,450

​

​

​

​

​

422,750

​

​

Convertible redeemable preference shares

​

​

​

​

47,879

​

​

​

​

​

47,879

​

​

​

​

​

47,879

​

​

Digital assets loan payable

​

​

​

​

56,966

​

​

​

​

​

20,613

​

​

​

​

​

6,164

​

​

Customer segregated cash liabilities

​

​

​

​

6,598

​

​

​

​

​

6,382

​

​

​

​

​

62

​

​

Borrowings

​

​

​

​

54,201

​

​

​

​

​

25,000

​

​

​

​

​

—

​

​

Other current liabilities

​

​

​

​

46,298

​

​

​

​

​

53,667

​

​

​

​

​

37,676

​

​

Other non-current liabilities

​

​

​

​

11,825

​

​

​

​

​

10,762

​

​

​

​

​

7,694

​

​

Total liabilities

​

​

​

​

701,067

​

​

​

​

​

646,753

​

​

​

​

​

522,225

​

​

Total equity

​

​

​

​

1,963,860

​

​

​

​

​

2,400,659

​

​

​

​

​

1,282,294

​

​

31

 

​

​

​

Three months ended March 31,

​

​

Change

​

Trading Volume

​

​

2025

​

​

2024

​

​

$

​

​

%

​

​

​

​

(in US$ millions)

​

​

(in US$ millions)

​

​

​

​

​

​

​

Bitcoin

​

​

​

​

108,603

​

​

​

​

​

80,082

​

​

​

​

​

28,521

​

​

​

​

​

36%

​

​

Ethereum

​

​

​

​

52,390

​

​

​

​

​

36,565

​

​

​

​

​

15,825

​

​

​

​

​

43%

​

​

Others

​

​

​

​

68,549

​

​

​

​

​

12,191

​

​

​

​

​

56,358

​

​

​

​

​

462%

​

​

Total

​

​

​

​

229,542

​

​

​

​

​

128,838

​

​

​

​

​

100,704

​

​

​

​

​

78%

​

​

​

​

​

Three months ended March 31,

​

​

Change

​

Average Daily Volume

​

​

2025

​

​

2024

​

​

$

​

​

%

​

​

​

​

(in US$ millions)

​

​

(in US$ millions)

​

​

​

​

​

​

​

Bitcoin

​

​

​

​

1,207

​

​

​

​

​

880

​

​

​

​

​

327

​

​

​

​

​

37%

​

​

Ethereum

​

​

​

​

582

​

​

​

​

​

402

​

​

​

​

​

180

​

​

​

​

​

45%

​

​

Others

​

​

​

​

762

​

​

​

​

​

134

​

​

​

​

​

628

​

​

​

​

​

469%

​

​

Total

​

​

​

​

2,551

​

​

​

​

​

1,416

​

​

​

​

​

1,135

​

​

​

​

​

80%

​

​

​

​

​

Three months ended March 31,

​

​

Change

​

Average Trading Spread

​

​

2025

​

​

2024

​

​

bps

​

​

%

​

​

​

​

(bps)

​

​

​

​

​

​

​

​

​

​

​

​

​

Bitcoin

​

​

​

​

2.5

​

​

​

​

​

3.7

​

​

​

​

​

(1.2)

​

​

​

​

​

(33)%

​

​

Ethereum

​

​

​

​

2.2

​

​

​

​

​

3.4

​

​

​

​

​

(1.2)

​

​

​

​

​

(36)%

​

​

Others

​

​

​

​

1.0

​

​

​

​

​

4.9

​

​

​

​

​

(3.9)

​

​

​

​

​

(79)%

​

​

Overall Average Trading Spread

​

​

​

​

2.0

​

​

​

​

​

3.8

​

​

​

​

​

(1.8)

​

​

​

​

​

(47)%

​

​

​

​

​

​

​

​

Change

​

​

​

​

Years ended December 31

​

​

2024

​

​

2023

​

Trading Volume

​

​

2024

​

​

2023

​

​

2022

​

​

$

​

​

%

​

​

$

​

​

%

​

​

​

​

(in US$ millions)

​

​

(in US$ millions)

​

​

​

​

​

​

​

​

(in US$ millions)

​

​

​

​

​

​

​

Bitcoin

​

​

​

​

305,183

​

​

​

​

​

125,928

​

​

​

​

​

108,270

​

​

​

​

​

179,255

​

​

​

​

​

142%

​

​

​

​

​

17,658

​

​

​

​

​

16%

​

​

Ethereum

​

​

​

​

144,526

​

​

​

​

​

58,372

​

​

​

​

​

33,104

​

​

​

​

​

86,154

​

​

​

​

​

148%

​

​

​

​

​

25,268

​

​

​

​

​

76%

​

​

Others

​

​

​

​

96,998

​

​

​

​

​

15,718

​

​

​

​

​

3,644

​

​

​

​

​

81,280

​

​

​

​

​

517%

​

​

​

​

​

12,074

​

​

​

​

​

331%

​

​

Total

​

​

​

​

546,707

​

​

​

​

​

200,018

​

​

​

​

​

145,018

​

​

​

​

​

346,689

​

​

​

​

​

173%

​

​

​

​

​

55,000

​

​

​

​

​

38%

​

​

32

 

​

​

​

​

​

​

Change

​

​

​

​

Years ended December 31

​

​

2024

​

​

2023

​

Average Daily Volume

​

​

2024

​

​

2023

​

​

2022

​

​

$

​

​

%

​

​

$

​

​

%

​

​

​

​

(in US$ millions)

​

​

(in US$ millions)

​

​

​

​

​

​

​

​

(in US$ millions)

​

​

​

​

​

​

​

Bitcoin

​

​

​

​

834

​

​

​

​

​

345

​

​

​

​

​

297

​

​

​

​

​

489

​

​

​

​

​

142%

​

​

​

​

​

48

​

​

​

​

​

16%

​

​

Ethereum

​

​

​

​

395

​

​

​

​

​

160

​

​

​

​

​

91

​

​

​

​

​

235

​

​

​

​

​

147%

​

​

​

​

​

69

​

​

​

​

​

76%

​

​

Others

​

​

​

​

265

​

​

​

​

​

43

​

​

​

​

​

10

​

​

​

​

​

222

​

​

​

​

​

515%

​

​

​

​

​

33

​

​

​

​

​

331%

​

​

Total

​

​

​

​

1,494

​

​

​

​

​

548

​

​

​

​

​

398

​

​

​

​

​

946

​

​

​

​

​

173%

​

​

​

​

​

150

​

​

​

​

​

38%

​

​

​

​

​

​

​

​

Change

​

​

​

​

Years ended December 31

​

​

2024

​

​

2023

​

Average Trading Spread

​

​

2024

​

​

2023

​

​

2022

​

​

bps

​

​

%

​

​

bps

​

​

%

​

​

​

​

(bps)

​

​

​

​

​

Bitcoin

​

​

​

​

3.4

​

​

​

​

​

6.7

​

​

​

​

​

12.3

​

​

​

​

​

(3.3)

​

​

​

​

​

(49)%

​

​

​

​

​

(5.6)

​

​

​

​

​

(45)%

​

​

Ethereum

​

​

​

​

2.9

​

​

​

​

​

6.1

​

​

​

​

​

14.0

​

​

​

​

​

(3.1)

​

​

​

​

​

(52)%

​

​

​

​

​

(7.9)

​

​

​

​

​

(57)%

​

​

Others

​

​

​

​

2.3

​

​

​

​

​

7.7

​

​

​

​

​

19.2

​

​

​

​

​

(5.4)

​

​

​

​

​

(70)%

​

​

​

​

​

(11.5)

​

​

​

​

​

(60)%

​

​

Overall Average Trading Spread

​

​

​

​

3.1

​

​

​

​

​

6.6

​

​

​

​

​

12.8

​

​

​

​

​

(3.5)

​

​

​

​

​

(53)%

​

​

​

​

​

(6.2)

​

​

​

​

​

(49)%

​

​

​

​

​

Three months ended March 31,

​

​

Change

​

​

​

​

2025

​

​

2024

​

​

$

​

​

%

​

​

​

​

(in millions)

​

​

(in millions)

​

​

​

​

​

​

​

Adjusted transaction revenue

​

​

​

$

42

​

​

​

​

$

45

​

​

​

​

$

(3)

​

​

​

​

​

(7)%

​

​

Adjusted revenue

​

​

​

$

62

​

​

​

​

$

53

​

​

​

​

$

9

​

​

​

​

​

17%

​

​

Adjusted EBITDA

​

​

​

$

13

​

​

​

​

$

14

​

​

​

​

$

(1)

​

​

​

​

​

(7)%

​

​

Adjusted net income

​

​

​

$

2

​

​

​

​

$

4

​

​

​

​

$

(2)

​

​

​

​

​

(50)%

​

​

​

​

​

​

​

​

Change

​

​

​

​

Year ended December 31,

​

​

2024

​

​

2023

​

​

​

​

2024

​

​

2023

​

​

2022

​

​

$

​

​

%

​

​

$

​

​

%

​

​

​

​

(in US$ millions)

​

​

(in US$ millions)

​

​

​

​

​

​

​

​

(in US$ millions)

​

​

​

​

​

​

​

Adjusted transaction revenue

​

​

​

​

153

​

​

​

​

​

131

​

​

​

​

​

186

​

​

​

​

​

22

​

​

​

​

​

17%

​

​

​

​

​

(55)

​

​

​

​

​

(30)%

​

​

Adjusted revenue

​

​

​

​

214

​

​

​

​

​

150

​

​

​

​

​

191

​

​

​

​

​

64

​

​

​

​

​

43%

​

​

​

​

​

(41)

​

​

​

​

​

(21)%

​

​

Adjusted EBITDA

​

​

​

​

52

​

​

​

​

​

27

​

​

​

​

​

36

​

​

​

​

​

25

​

​

​

​

​

93%

​

​

​

​

​

(9)

​

​

​

​

​

(25)%

​

​

Adjusted net income

​

​

​

​

10

​

​

​

​

​

22

​

​

​

​

​

29

​

​

​

​

​

(12)

​

​

​

​

​

(55)%

​

​

​

​

​

(7)

​

​

​

​

​

(24)%

​

​

33

 

RISK FACTORS

An investment in our Ordinary Shares involves a high degree of risk. You should carefully read and consider the following risks, along with the other information included in this prospectus. If any of the following risks actually occurs, our business, results of operations, financial condition, and cash flow could be materially impaired. The public price of our Ordinary Shares could decline due to any of these risks, and you could lose all or part of your investment.

Risks Related to Our Business Strategy and Operations

Given the evolving and increasing regulatory nature and substantial market volatility of the digital assets industry, our operations are subject to material legal, regulatory, operational, reputational, financial, tax, market, credit and other risks.

The digital assets industry is both rapidly evolving and becoming increasingly regulated. It is also subject to market volatility due to its relatively nascent status and the complex dynamics of global markets. A combination of these factors contributes to the diverse range of risks we face, which could materially impact our business. Our operations span various products and services, including information services, proprietary data products, trading services and liquidity provision, making us susceptible to a wide array of risks.

The Bullish Exchange faces significant competition, technological challenges and regulatory scrutiny that could impact its growth and stability. CoinDesk Data, which provides comprehensive digital asset market data and analytics, faces risks associated with data accuracy, technological reliability, and market acceptance. Any compromise in the quality or timeliness of CoinDesk Data’s offerings could diminish its value to investors and industry professionals, thereby affecting our business reputation and financial results. CoinDesk Indices, our data products and analytics business, is exposed to risks related to data accuracy, technological infrastructure and market acceptance. Any failure to maintain the integrity and reliability of our indices could undermine customer trust and impact our financial condition. CoinDesk Events, including our flagship Consensus conference, play a critical role in our overall business strategy. However, the events business is subject to risks such as fluctuating attendance, sponsorship revenue and logistical challenges. Any disruption in our ability to host successful events could adversely affect our reputation and financial performance.

Our treasury management strategy involves maintaining significant direct exposure to digital assets, primarily BTC and ETH, as well as maintaining sufficient liquidity in fiat currencies to support and grow our businesses and meet regulatory capital requirements in the various jurisdictions in which we operate. If we are unable to successfully build our business while controlling expenses, our ability to continue our business could depend on the ability to raise sufficient additional capital, obtain sufficient financing and monetize assets. Even though we have previously raised debt financing, there can be no guarantee that in the future we will be able to raise funding in sufficient quantity or at acceptable terms to fund the continued development of our business. Additionally, our treasury management strategy involves significant exposure to the volatility and regulatory scrutiny of digital assets. Any adverse changes in the market value of our digital asset holdings or our inability to effectively manage our liquid assets, could negatively impact our liquidity and financial condition. The occurrence of any of the foregoing risks would have an adverse effect on our business, financial condition and results from operations.

Given our integrated operating model, operational risks such as cybersecurity threats, technological failures and human errors could have a cascading effect across our various business units, amplifying the potential impact on our overall business. Additionally, our reliance on a unified and efficient cost base means that financial or operational disruptions in one area could adversely affect our other products and services.

Furthermore, as our business will be subject to legal, regulatory, operational, reputational, tax and other risks in every jurisdiction, including those applicable due to our use of digital asset and blockchain technology, there is no assurance our business will continue to be profitable. We may fail to develop our products and services or produce a return for our investors. See section entitled “Risks Related to the Legal and Regulatory Environment — Our failure to obtain and maintain required regulatory licenses or approvals, or otherwise comply with any laws and regulations, could adversely affect our ability to launch our product or to offer our product to certain segments of customers around the world.”

 

34

 

You should consider our business and prospects in light of the risks and significant challenges we face in an evolving and competitive digital assets industry, including, among other things, with respect to our ability to:

•

provide accurate and reliable information services and proprietary data products;

​

•

operate a reliable and quality trading platform for digital assets;

​

•

obtain necessary regulatory approvals in a timely manner;

​

•

build a well-recognized and -respected brand;

​

•

establish and expand our customer base across various businesses;

​

•

implement, maintain and improve our operational efficiency;

​

•

execute our business model and maintain reliable, secure, high-performance and scalable technology infrastructure;

​

•

navigate in a new and rapidly evolving and changing space;

​

•

predict our future revenues and appropriately budget for our expenses;

​

•

attract, retain and motivate talented employees;

​

•

anticipate trends that may emerge and affect our business;

​

•

anticipate and adapt to changing market conditions, including technological developments and changes in the competitive landscape; and

​

•

navigate an evolving and complex global regulatory environment.

​

If we fail to adequately address any or all of these risks and challenges, such failure could have an adverse effect on our reputation, business, financial condition, results from operations and share price.

We may not be able to adapt quickly or effectively to changes in the fast-evolving digital assets industry and regulatory environment.

The fast-evolving digital assets industry has been characterized by many rapid, significant and disruptive products, services and technologies in recent years. We expect new products, services and technologies to continue to emerge and evolve, which may be superior to, or render obsolete, the products and services that we intend to provide. Larger, more capitalized competitors may be better equipped to adapt more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. We cannot predict the effects of new products, services and technologies on our proposed business. We believe that our ability to grow our customer base and net revenue will depend heavily on our ability to innovate and create successful new products and services and to keep pace with rapidly changing technology. In particular, developing and incorporating new products and services into our business may require substantial expenditures, take considerable time and ultimately may not be successful. Any new products or services could fail to attract customers, generate revenue, or perform or integrate well with third-party applications and platforms. In addition, we must continue to enhance our technical infrastructure and other technology offerings to remain competitive and maintain a platform that has the required functionality, performance, capacity, security, and speed to attract and retain customers. Moreover, our ability to adapt and compete with new products and services may be inhibited by regulatory requirements and general uncertainty in the law, constraints by our banking partners and payment processors, custody providers, third-party intellectual property rights, or other factors. The success of our business also depends on our ability to address and adapt quickly or effectively to changes in the regulatory environment of the digital assets industry.

As a result, we expect to allocate significant effort and resources to develop our various platforms and services to meet the evolving needs of the industry in a cost-efficient manner. Our success will depend on our ability to develop and incorporate new offerings and adapt to technological changes, evolving industry practices and the regulatory environment. If we are unable to do so in a timely or cost-effective manner, our business and ability to successfully compete and attract new customers may be adversely affected. If our offerings or

 

35

 

technology solutions do not work as planned, or do not meet or continue to meet the level of quality required, our customers or our regulators, it may make transacting business less efficient, more expensive and potentially prone to errors, thereby reducing the positive effects we seek to make available to our customers through our products and services, which could have an adverse effect on our business, operating results, and financial condition.

We operate in a highly competitive industry and we compete against unregulated and less regulated companies, entities and platforms, including a growing number of decentralized finance (“DeFi”) and noncustodial platforms, decentralized exchanges (“DEXs”) and other distributed autonomous organizations (“DAOs”), which may be able to innovate faster than us and offer unregulated products and services that we cannot offer. Our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

We compete against a number of companies, entities and platforms operating both within the United States and abroad, and both those that focus on traditional financial services and those that focus on digital asset-based services, including a growing number of decentralized finance (“DeFi”) and noncustodial platforms, decentralized exchanges (“DEXs”) and distributed autonomous organizations (“DAOs”). On many of these platforms, users can interact directly with a market-making smart contract or on-chain trading mechanism to exchange one type of digital asset for another without any centralized intermediary. These competing platforms may be more difficult to use than the Bullish Exchange, and some lack the speed and liquidity of centralized platforms, but various innovative models and incentives have been designed to bridge the gap. In addition, such platforms have low startup and entry costs as market entrants often remain unregulated or less regulated and have minimal operating and regulatory costs. A significant number of decentralized platforms have recently been developed and released, including on Ethereum, Tron, Polkadot, and Solana, and many such platforms have experienced significant growth and adoption. For instance, we have seen increased interest in certain decentralized platforms with transaction volumes rivaling our own platform on multiple occasions and expect interest in decentralized and noncustodial platforms to grow further as the industry develops. If we are unable to secure or maintain substantial market share quickly, we may face intensified challenges in competing effectively with other entrants, which could harm our operating results.

Concerns about the security of assets following incidents on centralized exchanges, such as the Chapter 11 bankruptcy filing of FTX and allegations of fraud and mismanagement of funds against its founder and former CEO, may increase user adoption of decentralized and noncustodial platforms. Decentralized exchanges may also not require their users to fill out KYC forms, offering an additional layer of privacy to their users. If our users move to these decentralized platforms, our revenues will decline and our business, financial condition, cash flows and results of operations will be adversely affected.

We believe that these platforms generally lack the speed and liquidity of centralized platforms, but various innovative models and incentives have been designed to bridge the gap. For example, decentralized and noncustodial platforms are often thought to be less vulnerable to the risk of a custodian’s misuse or loss of user funds since users do not need to transfer their assets to a third party, instead relying on a system of users to operate critical functions on the blockchain, which allows such users to have full and exclusive control over their assets. However, some DeFi or other decentralized applications are also designed to provide anonymity, which can allow malicious and criminal actors to evade traditional financial regulatory tools which can lead to manipulation or exploitation in the use of a DeFi platform in ways that were not intended or envisioned by their creators.

We have expended significant managerial, operational, and compliance costs to meet the legal and regulatory requirements applicable to us in the United States and other jurisdictions in which we operate. We expect to continue to incur significant costs to comply with these requirements, which these unregulated or less regulated competitors, particularly those structured as DEXs, DAOs, and DeFi or other noncustodial platforms, have not had or may not choose to incur. Further, if we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected.

 

36

 

As the digital assets ecosystem has grown, it has begun to attract more regulatory attention around the globe. The future regulatory environment is uncertain and may vary by country or even within countries. Failure to appropriately regulate the digital assets ecosystem could stifle innovation, which could adversely impact our ability to offer new products and services or undertake other growth strategies.

From time to time, we may also offer new products and services or undertake other strategic projects. There are substantial risks and uncertainties associated with these efforts and we could invest significant capital and resources into such efforts. The cost and complexity of complying with a global multi-jurisdictional regulatory footprint can be substantial and may impact our financial performance. Regulatory requirements, including changing laws and policies related to digital assets and related-products and/or services across various jurisdictions can affect whether initiatives are able to be brought to market in a manner that is timely and attractive to our customers. Initial timetables for the development and introduction of new products or services and price and profitability targets may not be met. New products or services may need to be initially launched on a limited basis. In addition, our revenues and costs may fluctuate because new products and services generally require startup costs while revenues take time to develop, which could adversely impact our results of operations. See section entitled “Risk Factors — Risks Related to the Legal and Regulatory Environment.”

A more favorable regulatory environment for digital assets may result in increased speculative activity, which may increase volatility.

In recent years, U.S. regulators, including the SEC, brought a large number of enforcement actions against market participants as the primary means to regulate the market for digital assets. However, after the new U.S. presidential administration came into office in early 2025, the SEC has taken steps to develop a clear regulatory framework for digital assets and has closed investigations or dismissed enforcement actions related to several digital asset platforms and other intermediaries. The perception of a positive regulatory environment in the market for digital assets may lead to speculation by investors and shareholders, which may increase volatility in the market for digital assets. For example, after the results of the U.S. presidential election in November 2024, the price of Bitcoin rallied to a then all-time high of over $100,000 in December 2024 based, in part, on the market’s perception that the new U.S. presidential administration would be pro-digital assets, and then fell below $100,000 before year end. Increased speculation in the market for digital assets can result in a buildup of valuation pressures, since digital assets are prone to sizable price declines that can be amplified in the digital ecosystem. These valuation pressures are amplified by the self-contained nature of the digital asset ecosystem. Speculative activity in the market for digital assets may also expose investors to price manipulation, such as so-called “pump and dump” schemes in which agents coordinate to bid up the price of a targeted digital asset before selling it at a profit. In addition, investors may be exposed to significant operational risk, such as higher incidence of fraud, scams, hacks, and bugs associated with digital networks. These operational events could cause declines in digital asset prices, and these declines could be amplified and create negative feedback loops when vulnerabilities from funding risk and leverage are elevated. An increase in speculative activity and any resulting volatility may cause investors to lose confidence in the market for digital assets and lead to adverse impacts on our business, financial position and share price.

Our ownership and operation of CoinDesk, a leading online news publication and data provider in the digital asset industry, presents a number of significant risks, including those arising from perceived or actual conflicts of interest.

CoinDesk, a leading online news publication and data provider in the digital asset industry, is our subsidiary and affiliate. CoinDesk plays a large role in aggregating, creating and disseminating news and other editorial content across the global digital asset industry. Although CoinDesk has policies and procedures in place to shield its editorial operations from Bullish’s control, it is possible that CoinDesk’s news coverage could influence trading prices and demand for digital assets, and it is also possible that consumers of CoinDesk’s content may not appreciate that CoinDesk’s owner has substantial financial interests in digital assets, despite information to that effect on CoinDesk’s website. As a result, some consumers of CoinDesk’s content may place greater weight on such content than they would if they were aware of Bullish’s ownership stake, and this could cause the trading prices of digital assets or our Ordinary Shares to be higher than they would otherwise.

In addition, as a public company, Bullish expects to have access to material non-public information regarding market activities, trading volumes and other proprietary information from the Bullish Exchange and other

 

37

 

businesses that could influence trading decisions. CoinDesk, while intended to provide objective news coverage, may inadvertently become privy to such material non-public information. The sharing of such material non-public information, whether intentional or inadvertent, could lead to allegations of insider trading, market manipulation or other claims if CoinDesk broadcasts or leverage this information in a manner that could advantage certain customers of, or investors in, Bullish, or advantage certain digital assets in which Bullish holds a large financial position.

Bullish’s ownership and operation of CoinDesk may also create a perception among market participants that CoinDesk is biased in favor of Bullish. Information regarding Bullish’s ownership of CoinDesk is publicly disclosed on CoinDesk’s homepage. Investors may question the integrity of CoinDesk’s reporting, fearing that it may be influenced by Bullish’s business objectives or to manage its public image, particularly during periods of heightened volatility in the prices of our Ordinary Shares or digital assets generally, or during periods of operational challenges. To address these concerns, Bullish has implemented a conflicts of interest policy to identify, manage and mitigate potential conflicts. The policy is applicable to all entities and individuals acting on behalf of the Bullish Group. Key areas in the conflicts of interest policy include conflict identification and management, guiding principles for transparency, procedures, such as structural segregation, regular training and governance oversight by the Bullish board of directors. We also conduct compliance assurance reviews that include testing these controls. However, there is no assurance that our conflicts of interest policy is effective in preventing all conflicts of interest or perceptions thereof. Any perceived or actual conflicts of interest could damage Bullish’s or CoinDesk’s reputation and undermine investor confidence. Negative press and public opinion could adversely impact our business and the price of our Ordinary Shares.

Furthermore, the dual operation of an exchange and a news publication may attract heightened scrutiny from regulatory bodies. Regulators may closely monitor Bullish’s compliance with securities laws and regulations governing the use and dissemination of material non-public information, which could lead to investigations or sanctions if Bullish or CoinDesk are alleged to have violated any applicable laws.

While we have implemented policies and procedures to limit and mitigate such risks, including information barriers to ensure compliance with securities laws relating to material non-public information, there is no assurance that such policies and procedures will be effective, or that we will be able to manage such conflicts of interest adequately. If we fail to manage these conflicts of interests, or if any of the foregoing risks were to materialize or be perceived negatively by market participants, we may be exposed to adverse media coverage, regulatory investigations and legal proceedings, leading to adverse impacts on our reputation, business, financial position and share price.

Financial Risks

Our strategy and focus on delivering high-quality, regulated, easy-to-use, and secure digital asset-related financial services through our leading information services business, data products business and regulated global exchange under the brands Bullish, CoinDesk, CoinDesk Data, CoinDesk Indices and Consensus may not maximize short-term or medium-term financial results.

We have taken, and expect to continue to take, actions that we believe to be in the best interests of our existing and potential customers and the long-term interests of our business, even if those actions do not necessarily maximize short-term or medium-term results. These may include expending significant managerial, technical, and legal efforts on complying with laws and regulations that are applicable to products and services and ensuring that products are secure. Our public and regulated status may also limit our ability to expand our product and services offerings or extend such offerings to certain markets and locations, which may result in us missing material opportunities to generate revenue. We also intend to focus on driving long-term engagement with customers through innovation and developing new products and technologies. We may also make acquisitions or investments that may be highly speculative in nature and in some cases, the costs of such acquisitions may be substantial, and there is no assurance that we will receive a favorable return on investment for our acquisitions. Additionally, management decisions regarding capital allocation, such as increasing the amount of assets deployed in AMMIs, may not always yield the expected economic benefits. These decisions may not be consistent with the short-term and medium-term expectations of our shareholders and may not produce the long-term benefits that are expected, which could have an adverse effect on our business, operating results, and financial condition.

 

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We expect our operating expenses to increase in the foreseeable future and may not be able to achieve, maintain or grow profitability or positive cash flow from operations on a consistent basis, if at all.

We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to hire additional employees, expand our sales and marketing efforts, develop additional products and services, incur more network and processing fees, and expand our international business. Moreover, we expect to incur significant legal, accounting, advisory and other expenses, including substantially higher costs to obtain and maintain director and officer liability insurance, as a result of becoming a public company. This may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. Our revenue growth may be slow, or our revenue may decline for a number of other reasons, including reduced demand for our offerings, increased competition, increased cost of regulatory compliance, a decrease in the growth or size of the industry in which we operate, or any failure to capitalize on growth opportunities. Any failure to increase our revenue could prevent us from achieving, maintaining or growing profitability on a consistent basis. We cannot be certain that our business will be able to achieve, maintain or grow profitability or positive operating cash flow on a regular basis. Our strategy involves leveraging our strong balance sheet to support our business operations, invest in growth opportunities, and provide liquidity to the Bullish Exchange. However, our balance sheet is primarily intended to support strategic initiatives and provide stability, not to continuously cover operating expenses. If we are unable to effectively manage these risks and difficulties as we encounter them, our business, operating results, and financial condition may suffer.

We have and may incur further indebtedness and other obligations, which could adversely affect our financial position and prevent us from fulfilling our obligations.

We have a substantial amount of indebtedness and other obligations. As of March 31, 2025, we had approximately $500 million in aggregate principal amount of outstanding long-term indebtedness (excluding digital asset borrowings). See section entitled ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Convertible Preference Shares”.

Our substantial indebtedness and other obligations may:

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make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on our indebtedness and obligations;

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limit our ability to use our cash flow for working capital, capital expenditures, acquisitions or other general business purposes;

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increase our cost of borrowing;

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require us to use a substantial portion of our cash flow from operations to make debt service payments and pay our other obligations when due;

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limit our flexibility to plan for, or react to, changes in our business and industry;

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place us at a competitive disadvantage compared to our less leveraged competitors; and

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increase our vulnerability to the impact of adverse economic and industry conditions, including changes in interest rates and foreign exchange rates.

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In addition, covenants in our existing and any future debt agreements may restrict our operational flexibility.

We may not be able to generate sufficient cash to service our debt and other obligations, including our obligations under the loan from SPV KY Limited.

Our ability to make payments on our indebtedness, including the loan with an aggregate principal amount of $496.7 million from SPV KY Limited, which carries a 7% per annum interest rate (See section entitled “Certain Relationships and Related Party Transactions”), depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to attain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness and other obligations. We may need to refinance or restructure all or a portion of our debt obligations prior to maturity or sell our

 

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digital assets which may be at a loss. Our ability to refinance or restructure our debt and other obligations will depend upon market conditions and our financial condition at such time. Any refinancing or restructuring could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. If our cash flows are insufficient to service our debt and other obligations, we may not be able to refinance or restructure any of these obligations on commercially reasonable terms or at all and any refinancing or restructuring could have a material adverse effect on our business, operating results, or financial condition. Statutory, contractual or other restrictions may also limit our subsidiaries’ ability to pay dividends or make distributions, loans or advances to us. For these reasons, we may not have access to any assets or cash flows of our subsidiaries to make interest and principal payments on our indebtedness.

If our cash flows are insufficient to fund our debt and other obligations and we are unable to refinance or restructure these obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures, or to sell material assets or operations to meet our debt and other obligations. We may not be able to implement any of these alternative measures on satisfactory terms or at all or that the proceeds from such alternatives would be adequate to meet any debt or other obligations when due. If it becomes necessary to implement any of these alternative measures, our business, operating results, or financial condition could be materially and adversely affected.

With respect to the $496.7 million loan from SPV KY Limited, which carries a 7% per annum interest rate, the total outstanding amount as of March 31, 2025 was $505.3 million, consisting of the $496.7 million principal amount and $8.6 million accrued and unpaid interest.

Our operating results are subject to significant fluctuations due to the highly volatile nature of the digital asset industry and factors outside of our control.

Our operating results (whether in the aggregate or separately considering the individual components such as revenue items, change in fair value and operating expenses) are dependent on digital assets and the broader digital asset industry. Due to the highly volatile nature of the digital asset industry and the prices of digital assets, our operating results may fluctuate significantly from period to period in accordance with market sentiments and movements in the broader digital asset industry. Our operating results may continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

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our dependence on digital asset trading activity, including trading volume and the prevailing trading prices for digital assets, whose trading prices and volume can be highly volatile;

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the fluctuation of the value of digital assets due to market volatility or impact from reduced liquidity which may be more acute for some digital assets;

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our ability to attract, maintain, and grow a customer base and engage our future customers, including customers of the Bullish Exchange, advertisers, subscribers, sponsors and event participants;

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our ability to diversify and grow product and service offerings, generate revenue and remain competitive in a rapidly innovating and expanding industry;

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addition and removal of digital assets on our platform;

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the dominance of certain types of digital assets such as Bitcoin over other types of digital assets;

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pricing for our products and services;

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our exposure and potential for losses on our trading positions, and credit losses related to loans, leveraged trading activity and counterparties generally;

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the continued growth of the digital asset investor community due to factors outside of our control;

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investments we make in the development of products and services as well as technology offered to our partners, international expansion, and sales and marketing;

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our ability to develop and maintain important counterparty and supplier service relationships;

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macroeconomic conditions;

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•

changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;

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regulatory changes that impact our ability to offer certain products or services;

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adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;

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the development and introduction of existing and new products and services by us or our competitors;

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increases in operating expenses that we expect to incur in order to grow and expand our operations and to remain competitive;

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system failure or outages, including with respect to our platform and third-party networks;

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failure of our platform infrastructure to respond to network events such as forks or airdrops with respect to supported digital assets;

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breaches of security or privacy;

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inaccessibility of our platform due to our or third-party actions; and

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our ability to attract and retain talent.

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As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. For example, the Bitcoin price (in U.S. dollars) declined by over 60% during 2022 and a number of digital asset exchanges collapsed. In 2023, the digital asset market experienced a partial recovery, but still faced significant volatility amid regulatory scrutiny. U.S. media news outlets reported at the time that this sharp decline, the collapse of a number of digital asset exchanges, together with other factors, may have had an effect on public confidence in digital assets and digital asset exchanges. In 2024, the price of Bitcoin fluctuated from a low of below $40,000 to a high exceeding $106,000, an intra-year fluctuation of more than 160%. In view of the rapidly evolving nature of our business and the digital asset industry, period-to-period comparisons of our operating results may not be meaningful, and shareholders should not rely upon them as an indication of future performance. Expenses reflected in our financial statements may be significantly different from historical or projected rates. Our operating results in one or more future periods may fall below the expectations of securities analysts and investors. As a result, the trading price of our share price may increase or decrease significantly.

Our failure to effectively scale our business, or inability to maintain and improve our systems and processes, could adversely impact our operating results.

We have experienced periods of growth in terms of employee headcount and customer growth, followed by the scaling back of our business in response to changing economic conditions. As our business changes, it becomes increasingly complex. To effectively manage and capitalize on our growth periods, we need to manage headcount, capital and processes efficiently while making investments such as expanding our information technology and financial, operating, and administrative systems and controls. Growth and scaling back initiatives could strain our existing resources, and we could experience ongoing operating difficulties in managing our business as it expands across numerous jurisdictions, including difficulties in hiring, training, managing and retaining a workforce that includes both international and remote employees. If we do not adapt or scale to meet these evolving challenges, we may experience erosion to our brand, the quality of our products and services may suffer, and our company culture may be harmed. Although CoinDesk has a much longer history in information services, events and indices, the Bullish Exchange has a relatively shorter operational track record and our failure to effectively integrate and grow these businesses may lead to inefficiencies and adversely impact our operating results. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely, and reliable reports on our financial and operating results, including the financial statements provided herein, and could impact the effectiveness of our internal controls over financial reporting. In addition, our systems and processes may not prevent or detect all errors, omissions, or fraud. Any of the foregoing operational failures could lead to noncompliance with laws, loss of operating licenses or other authorizations, or loss of bank relationships that could substantially impair or even suspend company operations.

 

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Successful implementation of our growth strategy will also require significant expenditures before any substantial associated revenue is generated and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Although we have successfully operated our business, the current scale and rapid expansion present new challenges. It is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. Our operating experience at this scale, combined with the rapidly evolving nature of the digital asset market in which we operate, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue.

Additionally, from time to time, we realign our resources and talent to implement stage-appropriate business strategies, including furloughs, layoffs and reductions in force. For example, in July 2024, in an effort to reduce operational costs, improve organizational efficiency, and further integrate the Coindesk business, we reduced our workforce. If there are unforeseen expenses associated with such realignments in our business strategies, and we incur unanticipated charges or liabilities, then we may not be able to effectively realize the expected cost savings or other benefits of such actions. Failure to manage any growth or any scaling back of our operations could have an adverse effect on our business, operating results, and financial condition.

If the prices of digital assets and volume of transactions conducted on our platform decline, our Bullish Exchange business, operating results and financial condition would be adversely affected.

The Bullish Exchange generates a substantial portion of our revenues from transaction fees, perpetual fees and margin fees paid to us by customers in connection with the trading of digital assets. Our operating results are also subject to changes in fair value of digital assets. Decline in the price, trading volume or market liquidity of digital assets may result in lower AMMI fees, transaction fees, perpetual fees and margin fees in the future and negative changes in fair value.

The price, trading volume and market liquidity of digital assets across the market is subject to significant uncertainty and volatility, depending on a number of factors, including:

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market conditions for digital assets;

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changes in liquidity, market-making volume and trading activities;

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trading activities on other digital asset platforms worldwide, many of which may be unregulated;

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investment and trading activities of highly active retail and institutional customers, speculators, arbitrageurs, miners and investors;

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the speed and rate at which digital assets are able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;

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decreased customer and investor confidence in digital assets and digital asset platforms;

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negative publicity and events relating to digital assets;

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unpredictable social media coverage or “trending” of digital assets;

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the ability for digital assets to meet customer and investor demands;

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the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications;

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impact of digital asset network events such as forks;

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consumer preferences and perceived value of digital assets and digital asset markets;

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increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or other characteristics;

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regulatory or legislative changes and updates affecting digital assets in the jurisdictions in which we operate;

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the characterization of digital assets and our automated market maker system under the laws of various jurisdictions around the world;

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the maintenance, troubleshooting and development of the blockchain networks underlying digital assets, including by miners, validators and developers worldwide;

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the ability for digital asset networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

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the costs of electricity, environmental restrictions, and regulations can make it uneconomic for miners to operate or maintain blockchain networks;

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ongoing technological viability and security of digital assets and their associated smart contracts, applications and networks, including actual or perceived threats and vulnerabilities against cyberattacks and scalability;

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fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset platforms;

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financial strength of market participants;

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the availability and cost of funding and capital;

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the liquidity of digital asset platforms;

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interruptions in service from or failures of major digital asset platforms;

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availability of an active derivatives market for various digital assets;

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availability of banking, payment and custody services to support projects in connection with digital assets;

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level of interest rates and inflation;

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monetary policies of governments, trade restrictions and fiat currency devaluations; and

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national and international economic and political conditions.

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There is no assurance that any supported digital asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the price of digital assets or the demand for trading digital assets decline, our business, operating results and financial condition would be adversely affected.

Fluctuations in interest rates could negatively impact us.

The level of prevailing interest rates could affect our profitability. Where rates increase, we may have indebtedness at floating interest rates or we would need to refinance maturing indebtedness at higher cost. We could also suffer a decrease in the value of our investments that are interest rate sensitive. There may also be an adverse impact to us due to our financing partners’ solvency that may result. When rates decrease, our margin fees or other sources of income that are interest dependent could correspondingly decline, which negatively impacts our profitability. Changes in interest rates can also affect our customers’ risk appetite and trading volume activity, potentially leading to reduced trading volumes on our platform. In addition, when interest rates change, investors may choose to shift their asset allocations, which could negatively impact our stock price or the digital asset economy more generally.

We face significant customer concentration risk across the Bullish Exchange, CoinDesk Data, CoinDesk Indices and CoinDesk Insights businesses, which could adversely affect our operating results and financial condition.

A relatively small number of institutional market makers, arbitrageurs, and high-transaction volume customers account for a significant amount of the trading volume on our platform and our net revenue from the Bullish Exchange business. For the three months ended March 31, 2025, our top 5 customers accounted for 69% of the spot trading volume on the Bullish Exchange, 70% of our reported digital asset sales and 83% of our non-IFRS adjusted transaction revenue. Additionally, in CoinDesk Indices, although not material to Bullish as a whole, one customer makes up a significant portion of our indices business revenues. Furthermore, in our CoinDesk Insights business, a relatively small number of customers account for a significant portion of our total media revenue, and while this revenue is not material to Bullish as a whole, this customer concentration at CoinDesk Insights has become more pronounced in recent times, especially with certain major customers’

 

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marketing pushes. The loss of these key customers from any of our Bullish Exchange, CoinDesk Indices, CoinDesk Data, and CoinDesk Insights businesses, or a reduction in their trading volume, media spending, or use of our indices, and our inability to replace these customers with others, could have an adverse effect on our business, operating results, and financial condition.