Exhibit 11.1

Confidential

 

Insider Trading Policy

BULLISH

©Bullish 2025

Confidential

Contents

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Abbreviations and definitions

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Bullish is committed to maintaining market integrity, promoting compliance with applicable laws and regulations and meeting the expectations of regulatory authorities, customers and the market. Bullish recognizes the importance to Employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies, and that investment in securities and digital assets may be an appropriate component of any financial strategy. Taking advantage of material non-public information conflicts with the fundamental principle that all participants in a marketplace should have fair access to the same information, and can have severe consequences.

In particular, U.S. federal and state securities laws make it illegal for anyone to trade in a company’s securities, or cause the trading of a company’s securities, while in possession of Material Non-Public Information. Doing so is considered a breach of duty owed to the source of the information and is not permitted by this Policy. This conduct is referred to as insider trading and may result in civil or criminal penalties.

This Policy is intended to help protect Employees and Bullish from legal risks and reputational damage arising from actual or perceived behaviours related to Employees’ dealings in securities, digital assets and related products that fall below the expectations of regulatory authorities, customers or the market generally. This Policy should be read in conjunction with the relevant policies adopted by specific Bullish businesses and entities.

The actual and perceived integrity of Bullish, its Employees and the markets that Bullish operates in are of critical importance to the operation and success of the business. Employees should therefore consider and strive to support market integrity at all times.

This Policy applies to all Employees, and the same restrictions that apply to Employees apply to their Related Persons. Each Employee is responsible for understanding and complying with this Policy and ensuring compliance by their Related Persons.

Bullish considers strict compliance with this Policy to be a matter of utmost importance. Adherence to the Policy – including any related procedures, guidance or manuals – is mandatory for all Employees and non-compliance may result in disciplinary action and/or breach of contract proceedings, including termination of employment.

In addition, a Policy breach may also constitute a breach of law and may result in criminal conviction, civil and /or financial penalties and potential imprisonment. Bullish may have to report a breach to the appropriate regulatory authority or enforcement agency without prior notification to the Employee.

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It is important that Employees understand the breadth of activities that may constitute insider trading and the potential consequences, which can be severe. Cases have been successfully prosecuted against individuals who trade by using Material Non-Public Information, including when such trading occurs through foreign accounts, trading by family members and friends, and trading involving only a small number of shares.

The U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority investigate and are very effective at detecting insider trading. The U.S. Securities and Exchange Commission and the U.S. Department of Justice pursue insider trading violations vigorously. Violations of U.S. insider trading laws can result in severe civil and criminal sanctions. For example, under U.S. securities laws, individuals may be subject to imprisonment for up to 20 years, criminal fines of up to $5 million and civil fines of up to three times the profit gained, or losses avoided. Agencies outside of the United States take a similar approach under local insider trading laws.

Please report your concerns immediately to Compliance should you be aware of or suspect activities that contravene any this Policy.

When applicable, an appropriately authorised officer of Bullish should bring any non-compliance to the attention of any relevant governmental authority within a reasonable timeframe.

Information is “material” where there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a Security or where the information is likely to have a significant effect on its market price.

Examples of material information are:

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If an Employee is unsure whether particular information is material, the Employee should presume that it is material and consult with Compliance before disclosing such information or trading on the basis of such information.

Information is “non-public” if it is not available to the general public.

In relation to Securities, in order for information to be considered public, it must have been disclosed in public filings with the SEC or widely disseminated in a manner making it generally available to investors through such media as Bloomberg, Reuters, The Wall Street Journal, Associated Press, and similar. The fact that information has been disclosed to a few members of the public does not make it public for these purposes.

In addition, even after information has been publicly announced, a reasonable period of time must elapse in order for the market to react to the information. Publicly announced information is not treated as public until one full trading day after an announcement.

For example, if Bullish makes an announcement before the commencement of trading on a Monday, an Employee must not trade in Bullish Securities until Tuesday of that week, because one full trading day would have elapsed by then (all of Monday). If an announcement is made after trading begins on a Monday, an Employee must not trade in Bullish Securities until Wednesday. If the announcement is made on Friday after trading begins, an Employee must not trade in Bullish Securities until Tuesday of the following week.

Without limiting the above, Employees should be aware that they may come into possession of Material Non-Public Information if they are behind an information barrier maintained under the Bullish Group Information Barrier Procedures in respect of a project, transaction or matter.

For the purposes of this Policy, the terms “trade” and “trading” cover virtually all transactions, including purchases, sales, pledges, trading futures, options or other derivatives, hedges, loans and gifts, as well as other direct or indirect transfers. All of the foregoing are considered examples of trading for the purposes of this Policy.

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4.1    Do not trade Bullish Securities if you have Material Non-Public Information

Employees and their Related Persons must not trade Bullish Securities while in possession of Material Non-Public Information about Bullish.

Employees must not advise or procure others to transact in Bullish Securities on the basis of Material Non-Public Information.

It makes no difference whether or not the Employee or Related Person relied upon or used Material Non-Public Information in deciding to transact – if an Employee is aware of Material Non-Public Information, the prohibition applies. Employees should avoid even the appearance of an improper transaction to preserve Bullish’s reputation for adhering to the highest ethical standards of conduct.

The ultimate responsibility for determining whether an Employee is aware of Material Non-Public Information rests with that Employee in all cases.

Even after Bullish has publicly announced information, a reasonable period of time must elapse in order for the market to react to the information. Publicly announced information is not treated as public until one full trading day after an announcement. For example, if an announcement is made before the commencement of trading on a Monday, an Employee must not trade in Bullish Securities until Tuesday of that week, because one full trading day would have elapsed by then (all of Monday). If an announcement is made after trading begins on a Monday, an Employee must not trade in Bullish Securities until Wednesday. If the announcement is made on Friday after trading begins, an Employee must not trade in Bullish Securities until Tuesday of the following week.

Employees must not communicate Material Non-Public Information about Bullish to any other persons without appropriate authorisation.

While an Employee may be liable for disclosing or trading on Material Non-Public Information, insider trading violations are not limited to disclosing or trading by Employees. Any person who trades on Material Non-Public Information disclosed to them by the Employee without authorization may also be liable for insider trading.

Any written or verbal statement that would be prohibited under the law or under this Policy is equally prohibited if made on any social media, blog, website, app, or any other digital media.

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4.3    Do not trade digital assets if you have confidential material information

Employees and their Related Persons must not trade digital assets while aware of confidential material information about those digital assets.

For these purposes:

It makes no difference whether or not the Employee or Related Person relied upon or used such material confidential information in deciding to transact – if an Employee is aware of such information, the prohibition applies.

Employees must not disclose confidential information unless properly authorized.

Employees subject to a blackout period, and their Related Persons, must not trade in the relevant Securities or digital assets until notified that the blackout period has ended.

From time to time, Bullish may impose a blackout period in relation to specified Securities or digital assets if deemed appropriate to maintain market integrity, protect the interests of customers, or to preserve the reputation of Bullish and its Employees. This kind of blackout period may be imposed in connection with a potential acquisition or significant transaction, a financial analyst conference, an earnings release or other material development.

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Blackout periods may be made applicable to all or specified Employees. Blackout periods will be communicated to all affected Employees by or on behalf of Compliance or the Approving Person.

Affected Employees must not disclose within or outside Bullish that they are subject to a blackout period in respect of the relevant Securities or digital assets.

Notwithstanding the above, a blackout period does not prohibit trading pursuant to an approved 10b5-1 plan.

To avoid even the appearance of impropriety, additional restrictions on trading and other activities by Employees and Related Persons apply as described below.

5.2.1    No trading or tipping in relation to other companies

Employees and their Related Persons must not trade the Securities of any other publicly-traded company, including Bullish’s customers and other companies with which Bullish has a business relationship, while aware of Material Non-Public Information about that company regardless of the source of such Material Non-Public Information. Employees must not communicate such Material Non-Public Information to any other person without Bullish’s authorization.

Bullish believes it would be inappropriate and create a conflict of interest for Employees to engage in transactions that may profit from or offset a decrease, or limit the ability to profit from an increase, in the value of Bullish Securities held (such as short sales, prepaid variable forward contracts, options, equity swaps or collars, among others).

Employees and their Related Persons must not engage in short sales of Bullish Securities.

Employees and their Related Persons must not trade in derivatives of Bullish Securities or otherwise engage in any transactions that hedge or offset any decrease in the market value of Bullish Securities or limit Employees’ ability to profit from an increase in the market value of Bullish Securities.

The prohibitions and restrictions on trading Bullish Securities apply in respect of cashless exercise of options granted under Bullish’s incentive plan.

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The prohibitions and restrictions on trading Bullish Securities apply to any Bullish Securities issued on the exercise of such options (including to satisfy taxes) and any Bullish Securities vested/delivered.

Employees and their Related Persons must not hold Bullish Securities in a margin account or pledge them as collateral for a loan. This prohibition is extended as margin or foreclosure sales may occur at a time when they are aware of Material Non-Public Information about Bullish or otherwise are not permitted to trade in Bullish Securities.

A policy exception under section 5 may be given where the Employee wishes to pledge the Bullish Securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities or that appropriate measures are in place to mitigate the risk of unlawful insider trading.

Standing orders to purchase or sell Bullish Securities should be used only for three business days. A standing order placed with a broker to sell or purchase securities at a specified price leaves the Employee or their Related Person with no control over the timing of the trade. A standing order trade executed by the broker when the Employee is aware of Material Non-Public Information may result in unlawful insider trading. A standing order incorporated into a 10b5-1 plan approved by Bullish is permitted.

Employees must not undertake or engage in:

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5.4    Additional restrictions

Within certain of the Group’s businesses and entities, specified Employees may be subject to additional disclosure, pre-clearance and reporting requirements relating to transacting in Securities and digital assets, as documented in relevant policies and procedures adopted for those businesses or entities.

6.1    Quarterly blackout periods

Restricted Persons and their Related Persons must not trade in Bullish Securities during the quarterly blackout periods.

This prohibition applies regardless of whether the Restricted Person is in possession of Material Non-Public Information.

Bullish has designated the quarterly blackout periods set out in the table below because these are the times when there is likely to be Material Non-Public Information that may be available to Restricted Persons.

Notwithstanding the above, a quarterly blackout period does not prohibit trading pursuant to an approved 10b5-1 plan.

6.2    Preclearance requirement

Restricted Persons must obtain preclearance from the Approving Person before they or their Related Persons trade Bullish Securities.

The Approving Person is under no obligation to approve a transaction submitted for preclearance and may determine not to permit a transaction, even if, in their view, it may not violate securities laws or a specific provision of this Policy. The fact that a particular intended transaction has been denied preclearance should be treated as confidential information and should not be disclosed to any person unless authorized by the Approving Person. The Approving Person must obtain preclearance for their own transactions from the CEO or CFO.

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If a request for preclearance is approved, the Restricted Person has three business days to effect the transaction (or, if sooner, before commencement of any applicable blackout period).

Under no circumstance may the Restricted Person or their Related Person transact in Bullish Securities while aware of Material Non-Public Information, even if precleared. If the Restricted Person becomes aware of Material Non-Public Information after receiving preclearance, but before the transaction has been executed, the Restricted Person must not undertake the precleared transaction.

Bullish’s approval of any particular transaction under this preclearance process does not insulate any Restricted Person from liability under securities laws. The ultimate responsibility for determining whether a Restricted Person is aware of Material Non-Public Information rests with that Restricted Person in all cases.

Section 4, 5 and 6 do not prohibit the acquisition of Securities or digital assets as a result of a gift or inheritance.

Sections 4, 5 and 6 do not prohibit transactions in Securities or digital assets undertaken under a discretionary managed account or equivalent arrangement over which there is no direct or indirect influence or control by an Employee, where such arrangement has been disclosed to and approved by Compliance in advance of relying on this dispensation.

Certain restrictions in sections 4, 5 and 6 do not apply to transactions made pursuant to a valid 10b5-1 plan approved by Bullish. SEC Rule 10b5-1 allows insiders of publicly-traded corporations to set up a so-called 10b5-1 plan to trade in securities. They are passive trading plans (plan holders relinquish direct control over trades), that allow certain insiders, such as officers and directors, to purchase and sell Bullish Securities, even when they are in possession of Material Non-Public Information or during a blackout period. In general, Rule 10b5-1 permits an insider to sell (or buy) a predetermined number of shares at a predetermined time.

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The prohibitions and restrictions on trading Bullish Securities do not apply to (i) exercising options granted under Bullish’s incentive plan for cash, or (ii) withholding or deduction of Bullish Securities to meet tax requirements upon exercise of options or vesting/delivery of restricted stock under Bullish’s incentive plan.

Where an exception is requested in relation to trading by a Related Person that is a legal entity (including a partnership, trust or company), the Approving Person will take into account whether the entity represents to Bullish that it has in place appropriate information barrier policies aimed at ensuring that no person approving or undertaking such trading is aware of Material Non-Public Information as contemplated by SEC rule 10b5-1(c)(2).

In certain limited circumstances, a transaction otherwise prohibited by this Policy may be permitted if, prior to the transaction, the Approving Person determines that the transaction is not inconsistent with the intent and purpose of this Policy.

The existence of a personal financial emergency does not excuse an Employee from compliance with this Policy and will not be the basis for an exception to the Policy for a transaction that is inconsistent with the intent and purpose of the Policy.

Employees may be requested to identify accounts or services where they transact in Securities and digital assets and to provide statements or transaction reports so that compliance with this Policy can be monitored. Disclosures are kept strictly confidential, but may be necessary due to the risks that such transactions may present to Bullish, its customers and the wider market.

On an annual basis, or in the event of any material changes to this Policy being communicated by Compliance, all Employees must provide an attestation that they have read, understood and agreed to abide by this Policy.

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Bullish promotes a culture of compliance and awareness. Training is part of onboarding for Employees and refresher training will be provided annually and recorded in the Bullish training system.

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All documentation relating to Employees’ compliance with this Policy must be retained for a period of at least seven (7) years following the date of the records, the date of execution of any transactions recorded under this Policy, or the cessation or termination of the Employee's employment.

These periods may be extended, if requested or instructed by a regulatory or legal authority. Any such extension will be requested via, and subsequently overseen by Compliance.

Any questions about this Policy, its application to a proposed transaction, or the requirements of applicable laws should be directed to the Group Head of Compliance.

This Policy should be reviewed at least annually and/or on a material change in applicable laws, regulations or business operations. Changes to this Policy may be approved by the Board.

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Appendix - Additional examples of information that may be “material”

Financial Information:

Non-financial Information:

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