Exhibit 99.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2026
Commission File No. 001-42797
BULLISH
Office 101, 103, 105 Suite 70202, Unit 7A-2B, 2nd Floor
Building A, Block 7, 60 Nexus Way, Camana Bay,
George Town, Grand Cayman, Cayman Islands, KY1-9005
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On May 14, 2026, Bullish issued a press release titled “Bullish Reports First Quarter 2026 Results.” A copy of the press release, the unaudited first quarter 2026 results and the earnings presentation are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this report on Form 6-K.
Incorporation By Reference
The unaudited condensed consolidated statements of profit or loss and other comprehensive income/(loss), unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows attached as Exhibit 99.2 to this report on Form 6-K are hereby incorporated by reference into Bullish’s registration statement on Form S-8 (Registration No. 333- 289553) (including any prospectuses forming a part of such registration statement), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
INDEX TO EXHIBITS
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Exhibit No. |
Description |
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99.1 |
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99.2 |
First Quarter 2026 Unaudited Condensed Consolidated Financial Statements |
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99.3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BULLISH |
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Date: May 14, 2026 |
By: |
/s/ Jose A. Torres |
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Jose A. Torres |
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Chief Accounting Officer |
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Exhibit 99.1
Bullish Reports First Quarter 2026 Results
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Q1’2026 Digital asset sales of $51.8 billion and Net income (loss) of $(604.9) million |
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Q1’2026 Adjusted revenue of $92.8 million and Adjusted EBITDA of $35.1 million |
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Bullish Options Trading volume grew to $11.6B in the Quarter while reaching Open Interest high of 14% market share in April 2026 | |
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Cayman Islands, May 14, 2026 – Bullish (NYSE: BLSH), an institutionally focused global digital asset platform that provides market infrastructure and information services, today announced financial results for the first quarter ended March 31, 2026.
Tom Farley, CEO: “We're pleased with our Q1 results and we're even more excited about what comes next. With the proposed acquisition of Equiniti, we will have all three elements required to become a powerhouse leading the blockchain era: end-to-end tokenization services, a unified transfer agent ledger, and broad blue-chip issuer relationships.”
Q1 2026 Financial Highlights
All amounts compared to Q1 2025
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Digital asset sales were $51.8 billion vs. $80.2 billion |
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Net income (loss) was $(604.9) million vs. $(348.6) million equivalent to $(3.85) vs. $(3.04) per diluted share |
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Adjusted revenue (non-IFRS) was $92.8 million vs. $62.4 million |
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Adjusted transaction revenue (non-IFRS) was $38.0 million vs. $42.0 million |
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Adjusted EBITDA (non-IFRS) was $35.1 million vs. $13.2 million |
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Adjusted net income (non-IFRS) was $20.3 million vs. $2.1 million |
Q1 2026 Key Business Metrics
Business Highlights
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Signed a definitive agreement to acquire Equiniti for $4.2B: Creating the first fully integrated blockchain-enabled, blue-chip issuer services provider - unifying a regulated transfer agent with end-to-end tokenization infrastructure |
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Solidified position as the #2 Exchange for BTC Options: Drove growth by signing new clients and launching key product enhancements, contributing to Bullish Options Trading volume reaching $11.6B and open interest capture of 14% market share |
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Diversified Product Offerings: Filed to receive our futures and options exchange and clearinghouse licenses (i.e., DCM, DCO) to expand our derivatives offerings to the United States |
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Flagship Consensus Events: Highly successful Consensus Hong Kong (Q1) and Miami (Q2) events, drawing a combined 26,000+ attendees across 100+ countries |
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CoinDesk Indices: Partnered with Morgan Stanley on their recently launched BTC ETF and soon to be launched ETH and SOL ETFs |
Re-Affirming Full Year 2026 Guidance
Management is re-affirming the following guidance for the full year 2026:
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Subscription, services & other revenue (non-IFRS) of $220.0 million to $250.0 million |
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Adjusted operating expenses (non-IFRS) of $210.0 million to $230.0 million |
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Finance expense of $52.0 million to $60.0 million |
Conference Call Webcast and Q&A Information
Bullish will host a call to discuss its results at 8:30 a.m. ET on May 14, 2026. The live webcast can be accessed at investors.bullish.com, along with supplemental slides. Following the call, a replay and transcript will be available at investors.bullish.com.
About Bullish
Bullish (NYSE: BLSH) is an institutionally focused global digital asset platform that provides regulated market infrastructure and information services. This includes Bullish Exchange – an institutionally focused digital assets spot and derivatives exchange, integrating a high-performance central limit order book matching engine with automated market making to provide deep and predictable liquidity. Bullish Europe is regulated under MiCAR as a crypto asset service provider offering spot trading and custody services for digital assets.
Bullish is the parent company of CoinDesk, a leading provider of digital asset media and information services. CoinDesk's offerings include: CoinDesk Indices – a collection of tradable proprietary and single-asset benchmarks and indices that track the performance of digital assets for global institutions in the digital assets and traditional finance industries; CoinDesk Data – a broad suite of digital asset market data and analytics, providing real-time insights into prices, trends and market dynamics; and CoinDesk Insights – a digital asset media and events provider and operator of coindesk.com, a digital media platform that covers news and insights about digital assets, the underlying markets, policy and blockchain technology. For more information, please visit bullish.com and follow LinkedIn and X.
Use of Websites to Distribute Material Company Information
We use the Bullish Investor Relations website (investors.bullish.com) and our X account (x.com/bullish) to publicize information relevant to investors, including information that may be deemed material, in addition to filings we make with the U.S. Securities and Exchange Commission (SEC) and press releases. We encourage investors to regularly review the information posted on our website and X account in addition to our SEC filings and press releases to be informed of the latest developments.
Contacts
Media: media@bullish.com
Investor Relations: investors@bullish.com
Source: Bullish
Non-IFRS financial measures and key performance indicators
This communication includes certain financial measures that are not recognized by the International Financial Reporting Standards (“IFRS”). These non-IFRS financial measures are “adjusted transaction revenue,” “subscription, services and other revenue,” “adjusted revenue,” “adjusted net income / (loss)” and “adjusted EBITDA,” “gross liquid assets” and “net liquid assets”, and “adjusted operating expense.” These non-IFRS financial measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. We believe these non-IFRS financial measures provide useful information to management and investors regarding certain financial and business trends. These non-IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments about which items of expense and income are excluded or included in determining these non-IFRS financial measures. Refer to the section “Reconciliation of Non-IFRS Measures” for further details and a reconciliation of the non-IFRS financial measures presented to their most directly comparable IFRS financial measures.
This communication also provides our forward-looking “adjusted transaction revenue,” “subscription, services & other revenue,” “adjusted revenue,” “adjusted operating expense,” “adjusted EBITDA,” and “adjusted net income” guidance for the upcoming fiscal quarter. Information reconciling upcoming fiscal quarter “adjusted transaction revenue,” “subscription, services & other revenue,” “adjusted revenue,” “adjusted operating expense,” “adjusted EBITDA,” and “adjusted net income” to their most directly comparable IFRS financial measures is unavailable to us without unreasonable effort due to the high variability, complexity and lack of visibility in making accurate forecasts and projections to certain reconciling items. These items cannot be reasonably and accurately predicted without the investment of undue time, costs and other resources, and accordingly, no reconciliation of the forward-looking non-IFRS financial measures is included. These reconciling items could be material to our actual results for the period.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Sentences containing words such as “believe,” “intend,” “plan,” “may,” “will,” “expect,” “should,” “could,” “anticipate,” “estimate,” “predict,” “project,” or their negatives, or other similar expressions of a future or forward-looking nature generally should be considered forward-looking statements. Such statements include, without limitation, statements relating to the acquisition of Equiniti, the future financial or operating performance, business strategy, and potential market opportunity of Bullish, Equiniti or the combined companies; our expected financial or operating performance, including for the upcoming fiscal quarter; our business strategy and potential market opportunities; current and prospective products, services or acquisitions; trends in, demand for, and growth and market size of, the digital assets industry; the breadth and timing of onchain adoption; expectations regarding relationships with clients and third-party business partners and overall business momentum; our plans and expectations related to tokenization and the growth and adoption of tokenized securities and blockchain technology; competition in our industry; the regulatory and legal environment, including regulatory proceedings or approvals; and general economic and business conditions. Such forward-looking statements are based upon estimates and assumptions that, while considered reasonable by us, are inherently uncertain and are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause results to differ from those expressed in our forward-looking statements include, but are not limited to the satisfaction of the conditions to closing the acquisition of Equiniti in the anticipated timeframe or at all; the failure to obtain necessary regulatory approvals; the ability to realize the anticipated benefits of the combination; the ability to successfully integrate the business; litigation or regulatory actions related to the acquisition and combination; disruption from the acquisition and combination and its impact on our ability to grow our business and operations, including in new geographic locations; the costs or expenditures associated therewith; intense competition in our industry, including from unregulated and less-regulated entities and platforms; our ability to execute our business strategy and grow our business and operations, including in new geographic locations; our ability to develop, launch and improve our products and services and their adoption; our ability to attract and retain customers; the evolving rules and regulations applicable to digital assets, tokenization and our products and services; our ability to obtain and maintain regulatory approvals and stay in compliance with laws and regulations, and the costs of doing so; evolution and adoption of digital assets; interest rate fluctuations and digital asset price volatility; changes in, or unexpected, costs to operate our business; cybersecurity risks, including with respect to digital assets custody; disruptions to information and technology systems, blockchain networks and third-party services on which we rely; changes in general market, political or economic conditions; and other risks and uncertainties set forth in the section entitled “Risk Factors” in our 20-F dated March 9, 2026 filed with the Securities and Exchange Commission (“SEC”), as well as potential risks and uncertainties disclosed in our other filings with the SEC. We may not actually achieve the performance, plans, or expectations disclosed in our forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake any duty to update forward-looking statements.
Definitions of Certain Metrics
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Adjusted transaction revenue is a non-IFRS financial measure intended to capture the fees and trading spreads earned from customers trading on our Exchange. We define adjusted transactional revenue as (i) the portion of “Digital asset sales”, as reported in accordance with IFRS, attributable to digital asset sales on our Exchange, less (ii) the “Cost of digital assets derecognized” excluding such costs from sales on venues other than the Exchange, plus (iii) the change in fair value of digital asset inventories, arising from purchase of digital assets on our Exchange (included within reported “Change in fair value of digital assets held, net”), plus (iv) transaction income (included within reported “Other revenues”), plus (v) net spread related income and change in fair value of perpetual futures on the Exchange. |
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We exclude digital asset sales, and the related cost of digital assets derecognized, from trading activity on venues other than our Exchange. We also exclude subscription and services revenue (included within reported other revenues). In each case, this approach is intended to ensure that our adjusted transaction revenue metric reflects the core performance of our trading operations and provides a clearer understanding of our business activities on our Exchange. |
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While we include change in fair value of digital asset inventories, specifically the bid-offer spread earned from the purchase of digital assets on our Exchange, as part of our adjusted transaction revenue, we do not include other reported changes in fair value, such as subsequent remeasurements and mark-to-market adjustments. This is because these remeasurements, including impairment losses of digital assets held under intangible assets, are not considered part of our ongoing business operations and do not align with our intention to avoid taking directional trading positions. |
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Adjusted revenue is a non-IFRS financial measure intended to reflect the revenues generated by our trading and information services and also from our investing activities. We define adjusted revenue as adjusted transaction revenue, plus (i) subscription and services revenue, which is included in reported other revenues and includes interest and revenues from CoinDesk and CCData, plus (ii) for periods prior to 2024 only, change in fair value of investment in financial assets, plus (iii) the net income from DeFi protocols excluding the fair value change of underlying digital assets, that is reported under OCI. |
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Specifically, adjusted revenue includes the fees and trading spreads earned from customers trading on our Exchange, excludes gains or losses from the remeasurement of our digital assets and includes other fees such as interest and revenue from CoinDesk and CCData businesses that we acquired in November 2023 and October 2024, respectively. |
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Adjusted EBITDA is calculated as income/(loss) after tax adjusted to exclude: |
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digital asset sales and the cost of digital assets derecognized on other venues, as these transactions do not directly reflect the core activities of liquidity provision and client facilitation on our Exchange. Excluding these is intended to ensure that our Adjusted EBITDA remains focused on the fundamental operations that drive our business; |
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gains or losses from the remeasurement of our digital assets, as these assets are held to facilitate client trading rather than for proprietary trading purposes. Such remeasurement reflects mark-to-market (MTM) adjustments including the impairment losses held under intangible assets that are not part of our ongoing business operations and do not align with our intention to avoid taking directional trading positions. The primary focus of our business model is to provide liquidity and facilitate client transactions on our Exchange, with the key performance metric being the bid-offer spread earned from digital asset spot transactions. Including MTM adjustments would introduce volatility that is not reflective of our core operational performance and could mislead stakeholders about the true drivers of our business; |
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certain non-cash charges such as share-based compensation expenses and depreciation and amortization because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations; |
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provision for or benefit from income tax and finance expenses; |
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change in fair value of derivatives and financial liability at FVTPL; |
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the change in fair value of investments in financial assets related to digital asset funds. These investments are not central to our core operations, as they do not directly contribute to our primary business activities of liquidity provision and client facilitation. The fair value changes are primarily driven by the mark-to-market (MTM) adjustments of the underlying digital assets within the funds. Including these fair value changes would introduce volatility of digital assets that does not accurately represent the operational metrics that are indicative of our business performance. Our core operating performance focuses on providing liquidity and facilitating client transactions, and we aim to avoid taking directional trading positions; |
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certain acquisition-related and integration costs associated with business combinations, various restructuring and other costs, and goodwill impairment charges, all of which are not normal operating expenses. These adjustments aid in the comparability of our results across periods. Acquisition related costs include amounts paid to redeem acquirees’ unvested share-based compensation awards, legal, accounting, valuation, and due diligence costs. Integration costs include advisory and other professional services or consulting fees necessary to integrate acquired businesses. Restructuring and other costs that are not reflective of our core business operating expenses may include severance costs, contingent losses, impairment charges, and certain litigation and regulatory charges; and |
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the net income from DeFi protocols, excluding the fair value change of underlying digital assets, which is a component of the “Revaluation of digital assets held as investments” under OCI. Deploying our digital assets in these protocols are a strategic component of our business model, providing additional yield and enhancing our liquidity management capabilities. Including this net income in Adjusted EBITDA reflects the performance of our investment activities and supports our focus on core operations. |
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Adjusted EBITDA Less Capex is Adjusted EBITDA excluding funds used to acquire, upgrade, or maintain physical assets such as property, plants, buildings, technology, or equipment. |
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Adjusted net income/(loss) is calculated as income/(loss) after tax adjusted by the same adjustment items taken into account for determining adjusted EBITDA, with further adjustment to add back finance expense and depreciation and amortization, and reduced by tax effect of the adjustments. |
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Adjusted operating expense is calculated by taking total operating expenses (which includes Administrative expenses and Other expenses) and excluding items we do not consider representative of our core, ongoing operating performance. These excluded items are Stock-based compensation expense, Depreciation and amortization expense, and certain non-recurring expenses. |
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| We believe Adjusted operating expense is a useful supplemental measure for investors, as it provides a clearer view of our operational efficiency by removing non-cash expenses (depreciation, amortization, and stock-based compensation) and other items not indicative of ongoing business trends. Management uses this measure to assess business performance and to plan for future periods. |
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Subscription, services & other revenue is a non-IFRS financial measure intended to provide a comprehensive view of our diverse revenue streams beyond core transaction fees and spreads. This measure includes revenue from lending and liquidity services, such as interest earned from third-party lending arrangements like credit line facilities and margin loans, interest on our own cash and stablecoins, fees from liquidity services and promotional income, and revenues from CoinDesk services such as sponsorships, event admissions, and index data licensing fees. It also incorporates the net income from DeFi protocols (excluding any fair value changes of the underlying digital assets). This non-IFRS measure is calculated by taking "Subscription and services revenue" (as reported within the "Other revenues") and adding "Net income from DeFi protocols, excluding the fair value change of underlying digital assets" (as reported within “Revaluation of digital assets held as investments”). By consolidating these various income sources, we believe this measure offers a more distinct view of the growth and performance of our service-oriented business lines, separate from our core transaction-based revenues. |
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Trading volume represents the notional value of trades, i.e., the product of the quantity of assets transacted and the trade price at the time the spot transaction was executed. The quantity represents the total U.S. dollar equivalent value of matched trades transacted between a buyer and seller through our platform during the period of measurement. |
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Average daily volume represents the total Trading volume for the applicable period divided by the number of trading days in such period. |
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Average trading spread represents total commissions earned from transactions on the Bullish Exchange for the period, expressed in basis points (bps) of the trading volume for the period. Management reviews this metric, which reflects the cost of trading on the Bullish Exchange, changes in fair value of perpetual futures, and rebates, for insight into the average revenue generated per unit of trading volume on our platform. |
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Gross liquid assets is defined as the sum of (i) Digital assets held — inventories, (ii) Digital assets held — intangible assets, (iii) Digital assets held — financial assets, (iv) Loans and other receivables — digital assets, (v) Investments in financial assets, and (vi) Cash and cash equivalents. |
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| ● | Net liquid assets is defined as Gross liquid assets, reduced by (i) Digital assets held — inventories, (ii) the portion of Digital assets held — financial assets on our Exchange, (iii) the portion of Cash and cash equivalents on our Exchange, (iv) Borrowings, (v) Borrowings from related parties, and (vi) Digital assets loan payable. |
| ● | Adjusted Diluted Earnings Per Share “EPS” is defined as Adjusted Net Income divided by Adjusted Diluted Weighted Average Shares Outstanding. The numerator, Adjusted Net Income, is defined above. The denominator, Adjusted Diluted Weighted Average Shares Outstanding, is calculated as the basic weighted average shares of common stock outstanding determined in accordance with IFRS, plus the assumed exchange of all outstanding Participating Securities into shares of diluted weighted average shares outstanding. This adjustment reflects the fully diluted capital structure of the Company by including all equity-linked instruments that have economic participation rights. Adjusted Diluted EPS has limitations as an analytical tool and should not be considered in isolation or as a substitute for diluted earnings per share calculated in accordance with IFRS. |
| ● | Adjusted Fully Diluted WA Shares Outstanding is defined as Ordinary shares outstanding plus (i) the vested and unvested portion of BMC1 Class A and Class B shares as converted into Ordinary shares (ii) the vested and unvested portion of outstanding options assuming all options are exercised for Ordinary shares (iii) the vested and unvested portion of RSU's outstanding that have not yet been delivered less (iv) the number of Ordinary shares Bullish would be able to repurchase at market price with the proceeds from the exercise of vested and unvested options. |
BULLISH
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)
FOR THE three months ended March 31, 2026 and 2025
(In thousands, except per share data)
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Three months ended March 31, |
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2026 |
2025 |
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Digital assets sales |
$ | 51,812,747 | $ | 80,236,157 | ||||
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Cost of digital assets derecognized |
(51,792,742 | ) | (80,209,641 | ) | ||||
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Other revenues |
57,482 | 20,304 | ||||||
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Change in fair value of digital assets held, net |
(559,584 | ) | (246,762 | ) | ||||
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Net spread related income and change in fair value of perpetual futures on the Exchange |
35 | (3,702 | ) | |||||
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Change in fair value of investment in financial assets |
(92,373 | ) | (71,810 | ) | ||||
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Administrative expenses |
(48,280 | ) | (47,186 | ) | ||||
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Other expenses |
(45,530 | ) | (15,063 | ) | ||||
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Finance expense |
(14,088 | ) | (10,240 | ) | ||||
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Change in fair value of derivatives |
69,197 | — | ||||||
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Change in fair value of financial liability at FVTPL |
8,500 | (900 | ) | |||||
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Income/(loss) before income tax |
$ | (604,636 | ) | $ | (348,843 | ) | ||
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Income tax benefit/(expense) |
(226 | ) | (221 | ) | ||||
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Net income/(loss) |
$ | (604,862 | ) | $ | (348,622 | ) | ||
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Attributable to: |
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Owners of the Group |
(581,713 | ) | (343,994 | ) | ||||
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Non-controlling interests |
(23,149 | ) | (4,628 | ) | ||||
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Net income/(loss) |
$ | (604,862 | ) | $ | (348,622 | ) | ||
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Other comprehensive income/(loss) |
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Items that will not be subsequently reclassified to profit or loss: |
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Revaluation of digital assets held as investments |
(26,636 | ) | (99,903 | ) | ||||
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Fair value gain/(loss) on financial liabilities designated as at FVTPL attributable to changes in credit risk |
14,250 | 6,050 | ||||||
| $ | (12,386 | ) | $ | (93,853 | ) | |||
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Items that may be reclassified subsequently to profit or loss: |
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Foreign exchange differences on translation of foreign operations |
(302 | ) | 543 | |||||
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Total comprehensive income/(loss) |
$ | (617,550 | ) | $ | (441,932 | ) | ||
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Attributable to: |
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Owners of the Group |
(593,903 | ) | (436,318 | ) | ||||
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Non-controlling interests |
(23,647 | ) | (5,614 | ) | ||||
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Total comprehensive income/(loss) |
$ | (617,550 | ) | $ | (441,932 | ) | ||
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Weighted average number of ordinary shares for the purposes of basic and diluted earnings/(loss) per share |
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Basic |
151,146 | 113,215 | ||||||
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Diluted |
151,146 | 113,215 | ||||||
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Earnings/(Loss) per share |
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Basic |
$ | (3.85 | ) | $ | (3.04 | ) | ||
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Diluted |
$ | (3.85 | ) | $ | (3.04 | ) | ||
BULLISH
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AS OF March 31, 2026 AND December 31, 2025
(In thousands)
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March 31, 2026 |
December 31, 2025 |
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ASSETS |
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Non-current assets |
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Goodwill |
$ | 62,682 | $ | 63,062 | ||||
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Other intangible assets |
30,535 | 31,104 | ||||||
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Property and equipment and right-of-use assets |
26,465 | 28,369 | ||||||
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Deferred tax assets |
2,995 | 2,865 | ||||||
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Other assets |
17,662 | 21,311 | ||||||
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Restricted cash |
5,840 | 5,727 | ||||||
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Total non-current assets |
$ | 146,179 | $ | 152,438 | ||||
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Current assets |
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Digital assets held - inventories |
$ | 142,698 | $ | 206,178 | ||||
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Digital assets held - intangible assets |
1,298,611 | 1,537,071 | ||||||
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Digital assets held - financial assets |
863,306 | 1,037,915 | ||||||
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Loan and other receivables - digital assets |
395,684 | 446,481 | ||||||
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Derivative financial instruments |
6,298 | — | ||||||
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Investments in financial assets |
266,640 | 404,144 | ||||||
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Other assets |
55,945 | 47,502 | ||||||
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Customer segregated cash |
55,640 | 20,044 | ||||||
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Restricted cash |
17,003 | 16,839 | ||||||
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Cash and cash equivalents |
76,052 | 87,892 | ||||||
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Total current assets |
$ | 3,177,877 | $ | 3,804,066 | ||||
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Total assets |
$ | 3,324,056 | $ | 3,956,504 | ||||
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LIABILITIES |
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Non-current liabilities |
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Borrowings from related parties |
$ | 482,850 | $ | 505,600 | ||||
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Convertible redeemable preference shares |
— | — | ||||||
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Digital assets loan payable |
4,885 | 5,267 | ||||||
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Lease liabilities |
12,817 | 14,378 | ||||||
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Deferred tax liabilities |
18 | 18 | ||||||
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Other payables |
— | 3,000 | ||||||
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Total non-current liabilities |
$ | 500,570 | $ | 528,263 | ||||
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Current liabilities |
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Customer segregated cash liabilities |
$ | 55,640 | $ | 20,044 | ||||
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Borrowings |
— | 49,982 | ||||||
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Digital assets loan payable |
334 | 334 | ||||||
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Lease liabilities |
6,213 | 5,524 | ||||||
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Other payables |
58,092 | 54,028 | ||||||
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Total current liabilities |
$ | 120,279 | $ | 129,912 | ||||
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Total liabilities |
$ | 620,849 | $ | 658,175 | ||||
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Net assets |
$ | 2,703,207 | $ | 3,298,329 | ||||
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EQUITY |
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Share capital and share premium |
$ | 5,119,254 | $ | 5,110,063 | ||||
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Option premium on convertible redeemable preference shares |
— | — | ||||||
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Reserves |
390,214 | 774,224 | ||||||
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Accumulated deficit |
(2,860,139 | ) | (2,668,100 | ) | ||||
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Total shareholders' equity attributable to the owners of the Group |
$ | 2,649,329 | $ | 3,216,187 | ||||
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Non-controlling interests |
53,878 | 82,142 | ||||||
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Total equity |
$ | 2,703,207 | $ | 3,298,329 | ||||
BULLISH
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE three months ended March 31, 2026 and 2025
(In thousands)
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Three months ended |
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March 31, |
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2026 |
2025 |
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Cash flows from operating activities |
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Net income/(loss) |
$ | (604,862 | ) | $ | (348,622 | ) | ||
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Adjustments for: |
||||||||
|
Interest income |
(5,686 | ) | (2,632 | ) | ||||
|
Debt interest expense |
13,777 | 9,987 | ||||||
|
Lease interest expense |
311 | 253 | ||||||
|
Net foreign exchange loss |
— | (262 | ) | |||||
|
Share-based payments expenses |
5,603 | 5,133 | ||||||
|
Depreciation of property and equipment and right-of-use assets |
1,670 | 1,498 | ||||||
|
Amortization of other intangible assets |
557 | 616 | ||||||
|
Impairment of right-of-use asset |
591 | — | ||||||
|
Loss from revaluation of digital assets and other investments in financial assets at FVTPL, net |
226,419 | 176,484 | ||||||
|
Change in fair value of financial liability at FVTPL |
(8,482 | ) | 900 | |||||
|
Impairment losses of digital assets |
359,209 | 142,088 | ||||||
|
Operating cash flows before changes in operating assets and liabilities |
(10,893 | ) | (14,557 | ) | ||||
|
Decrease/(increase) in other assets |
(21,737 | ) | 1,184 | |||||
|
Increase in deferred tax assets |
(130 | ) | (268 | ) | ||||
|
Decrease in digital assets held - inventories |
6,005 | 282,844 | ||||||
|
Decrease/(increase) in digital assets held - intangible assets |
— | — | ||||||
|
(Increase) in digital assets held - financial assets |
(307,298 | ) | (264,599 | ) | ||||
|
Decrease/(increase) in digital assets held - loan receivable |
391,604 | (3,123 | ) | |||||
|
(Decrease) in other payables |
(4,292 | ) | (7,438 | ) | ||||
|
Increase in customer segregated cash liabilities |
35,596 | 216 | ||||||
|
Increase/(decrease) in digital assets held - customer segregated inventories |
— | — | ||||||
|
Increase/(decrease) in customer segregated liabilities - digital assets |
— | — | ||||||
|
Increase in deferred tax liabilities |
1 | 10 | ||||||
|
Interest received |
2,067 | 2,152 | ||||||
|
Net cash provided by/(used in) operating activities |
90,923 | (3,579 | ) | |||||
|
Cash flows from investing activities |
||||||||
|
Cash paid for business combinations |
— | — | ||||||
|
Cash acquired from business combinations |
— | — | ||||||
|
Purchase of digital assets for liquidation reserve |
— | — | ||||||
|
Receivable for loans made via margin lending services |
— | — | ||||||
|
Cash paid for business combinations |
— | — | ||||||
|
Cash acquired from business combinations |
— | — | ||||||
|
Purchase of investment in financial assets |
(6,449 | ) | (1,275 | ) | ||||
|
Proceeds on investment in financial assets |
— | — | ||||||
|
Cash received from investment in derivative financial instruments |
— | — | ||||||
|
Cash paid for investment in derivative financial instruments |
— | — | ||||||
|
Purchase of property and equipment |
(412 | ) | (196 | ) | ||||
|
Proceeds on disposal of property and equipment |
20 | — | ||||||
|
Purchase of digital assets held - intangible assets |
(907 | ) | (41,491 | ) | ||||
|
Proceeds on disposal of digital assets held - intangible assets |
4,345 | 30,448 | ||||||
|
Prepayment on intangible assets |
— | — | ||||||
|
Net cash used in investing activities |
(3,403 | ) | (12,514 | ) | ||||
|
Cash flows from financing activities |
||||||||
|
Proceeds from issuance of ordinary shares |
1,349 | — | ||||||
|
Dividends paid |
— | — | ||||||
|
Interest paid |
(13,777 | ) | (10,240 | ) | ||||
|
Proceeds from loans |
— | 74,300 | ||||||
|
Repayment of loans |
(50,000 | ) | (49,300 | ) | ||||
|
Repayment on lease liabilities |
(1,126 | ) | (1,331 | ) | ||||
|
Net cash provided by/(used in) financing activities |
(63,554 | ) | 13,429 | |||||
|
Net increase/(decrease) in cash and cash equivalents, customer segregated cash and restricted cash |
23,966 | (2,664 | ) | |||||
|
Cash and cash equivalents, customer segregated cash and restricted cash at beginning of the period |
130,502 | 55,783 | ||||||
|
Effects of exchange rate changes on cash and cash equivalents, customer segregated cash and restricted cash |
67 | (231 | ) | |||||
|
Cash and cash equivalents, customer segregated cash and restricted cash at end of the period |
$ | 154,535 | $ | 52,888 | ||||
|
Cash and cash equivalents, customer segregated cash and restricted cash consisted of the following: |
||||||||
|
Customer segregated cash |
55,640 | 6,598 | ||||||
|
Restricted cash |
22,843 | 17,990 | ||||||
|
Cash and cash equivalents |
76,052 | 28,300 | ||||||
|
Total cash and cash equivalents, customer segregated cash and restricted cash |
$ | 154,535 | $ | 52,888 | ||||
|
Supplemental schedule of non-cash investing and financing activities |
||||||||
|
Recognition of right-of-use assets against lease liabilities |
— | 2,715 | ||||||
|
Purchase of digital assets held - intangible assets |
(3,395,970 | ) | (12,147,047 | ) | ||||
|
Proceeds on disposal of digital assets held - intangible assets |
3,420,100 | 11,818,045 | ||||||
|
Digital asset loan receivables made, net |
(514,856 | ) | 32,472 | |||||
|
Digital asset pledged as collateral made, net |
98,452 | 84,137 | ||||||
|
Interest Received in Digital Assets |
962 | — | ||||||
|
Purchase of investment in financial assets via USDC |
— | (10,116 | ) | |||||
|
Prepayment on intangible assets made, net |
(7,366 | ) | — | |||||
|
Non-cash purchase of investment |
(6,770 | ) | — | |||||
|
Non-cash proceeds of sales of investments |
120,840 | — | ||||||
|
Interest paid in digital assets |
(4,683 | ) | — | |||||
|
Proceeds from borrowings via digital assets |
966,841 | 676,959 | ||||||
|
Repayment from borrowings via digital assets |
(962,963 | ) | (672,758 | ) | ||||
|
Proceeds from digital assets loan payable via digital assets |
154,928 | 84,554 | ||||||
|
Repayments from digital assets loan payable via digital assets |
(154,224 | ) | (34,896 | ) | ||||
|
Proceeds from issuance of Ordinary shares |
— | — | ||||||
Non-IFRS Measures Summarized
In US$ thousands
|
Three months ended |
||||||||
|
March 31, |
March 31, |
|||||||
|
($ in thousands) |
2026 |
2025 |
||||||
|
Non-IFRS Financial Measures |
||||||||
|
Adjusted transaction revenue |
$ | 38,017 | $ | 42,027 | ||||
|
Adjusted revenue |
$ | 92,826 | $ | 62,411 | ||||
|
Adjusted EBITDA |
$ | 35,149 | $ | 13,168 | ||||
|
Adjusted Net Income |
$ | 20,297 | $ | 2,138 | ||||
|
Adjusted Opex |
$ | 57,680 | $ | 49,242 | ||||
|
Period ended |
||||||||
|
March 31, |
December 31, |
|||||||
|
($ in thousands) |
2026 |
2025 |
||||||
|
Gross Liquid Assets |
$ | 3,042,991 | $ | 3,719,681 | ||||
|
Net Liquid Assets |
$ | 2,271,816 | $ | 2,859,701 | ||||
Reconciliation of Non-IFRS Measures
In US$ thousands
|
($ in thousands) |
Three months ended |
|||||||
|
March 31, |
March 31, |
|||||||
|
Adjusted Transaction Revenue and Adjusted Revenue |
2026 |
2025 |
||||||
|
Digital assets sales |
$ | 51,812,747 | $ | 80,236,157 | ||||
|
Digital asset sales on venues other than Exchange |
— | (303,863 | ) | |||||
|
Digital asset sales - on our Exchange |
$ | 51,812,747 | $ | 79,932,294 | ||||
|
Cost of digital assets derecognized - on our Exchange |
(51,792,742 | ) | (79,905,816 | ) | ||||
|
Change in fair value of digital assets inventories, arising from purchase of digital assets on our Exchange |
15,265 | 18,688 | ||||||
|
Transaction income |
2,712 | 563 | ||||||
|
Net spread related income and change in fair value of perpetual futures |
35 | (3,702 | ) | |||||
|
Adjusted Transaction Revenue |
$ | 38,017 | $ | 42,027 | ||||
|
Subscriptions and services revenue |
54,770 | 19,741 | ||||||
|
Change in fair value of investment in financial assets |
— | — | ||||||
|
Revaluation of digital assets held as investments |
39 | 643 | ||||||
|
Adjusted Revenue |
$ | 92,826 | $ | 62,411 | ||||
|
Adjusted EBITDA and Adjusted Net Income |
||||||||
|
Income/(loss) |
$ | (604,862 | ) | $ | (348,623 | ) | ||
|
Adjusted to exclude the following: |
||||||||
|
Digital asset sales on venues other than Exchange |
— | (303,863 | ) | |||||
|
Cost of digital assets derecognized on other venues |
— | 303,825 | ||||||
|
Loss/(Gain) from changes in fair value of digital assets inventories net payable to customers |
150,924 | 115,267 | ||||||
|
Income tax expense |
226 | (221 | ) | |||||
|
Finance expenses |
14,088 | 10,240 | ||||||
|
Employee share-based payment expenses |
5,603 | 5,133 | ||||||
|
Other share-based payment expenses |
15,438 | — | ||||||
|
Change in fair value of loan and other receivables - digital assets |
73,236 | 21,400 | ||||||
|
Change in fair value of digital assets loan payable |
(280 | ) | (13,305 | ) | ||||
|
Change in fair value of derivatives |
(69,197 | ) | — | |||||
|
Change in fair value of financial liability at FVTPL |
(8,500 | ) | 900 | |||||
|
Change in fair value of investments in financial assets |
92,373 | 71,810 | ||||||
|
Impairment losses of digital assets held - intangible assets |
350,970 | 142,088 | ||||||
|
Impairment of right-of-use assets |
591 | — | ||||||
|
Impairment of digital assets |
8,239 | — | ||||||
|
Non-recurring expenses |
5,487 | 7,085 | ||||||
|
Depreciation and amortization |
772 | 789 | ||||||
|
Adjusted to include the following: |
||||||||
|
Revaluation of digital assets held as investments |
39 | 643 | ||||||
|
Adjusted EBITDA |
$ | 35,149 | $ | 13,168 | ||||
|
Finance expenses |
(14,088 | ) | (10,240 | ) | ||||
|
Depreciation and amortization |
(772 | ) | (789 | ) | ||||
|
Tax effect of adjusted net income before taxes |
8 | (1 | ) | |||||
|
Adjusted Net Income |
$ | 20,297 | $ | 2,138 | ||||
Note - Figures presented may not sum precisely due to rounding.
Gross and Net Liquid Assets
In US$ thousands
|
March 31, 2026 |
December 31, 2025 |
|||||||
|
Digital assets held - inventories |
$ | 142,698 | $ | 206,178 | ||||
|
Digital assets held - intangible assets |
1,298,611 | 1,537,071 | ||||||
|
Digital assets held - financial assets (on Exchange) |
135,230 | 84,993 | ||||||
|
Digital assets held - financial assets (off Exchange) |
728,076 | 952,922 | ||||||
|
Loan and other receivable |
395,684 | 446,481 | ||||||
|
Investments in financial assets |
266,640 | 404,144 | ||||||
|
Cash and cash equivalents |
76,052 | 87,892 | ||||||
|
Gross Liquid Assets |
$ | 3,042,991 | $ | 3,719,681 | ||||
|
(-) Digital assets held - inventories |
$ | (142,698 | ) | $ | (206,178 | ) | ||
|
(-) Digital assets held - financial assets (on Exchange) |
(135,230 | ) | (84,993 | ) | ||||
|
(-) Digital assets loan payable |
(5,219 | ) | (5,601 | ) | ||||
|
(-) Borrowings |
— | (49,982 | ) | |||||
|
(-) Borrowings from related parties |
(482,850 | ) | (505,600 | ) | ||||
|
(-) Cash on the Exchange |
(5,178 | ) | (7,626 | ) | ||||
|
Net Liquid Assets |
$ | 2,271,816 | $ | 2,859,701 | ||||
Note - Figures presented may not sum precisely due to rounding.
Reconciliation of Adjusted Operating Expense
In US$ thousands
|
($ in thousands) |
Three months ended |
|||||||
|
March 31, |
March 31, |
|||||||
|
IFRS Core Operating Expense to Adjusted Operating Expense |
2026 |
2025 |
||||||
|
IFRS Core Operating Expense |
$ | 93,810 | $ | 62,249 | ||||
|
Adjusted for |
||||||||
|
Employee stock-based compensation expense |
5,603 | 5,133 | ||||||
|
Other stock-based compensation expense |
15,438 | - | ||||||
|
Non-recurring expenses - legal and professional fees |
4,040 | 6,047 | ||||||
|
Non-recurring expenses - compensation and benefits |
1,447 | 1,038 | ||||||
|
Depreciation and amortization expense |
772 | 789 | ||||||
|
Impairment of right-of-use assets |
591 | - | ||||||
|
Impairment of digital assets |
8,239 | - | ||||||
|
Adjusted Operating Expense |
$ | 57,680 | $ | 49,242 | ||||
Note - Figures presented may not sum precisely due to rounding.
Exhibit 99.2
|
Page |
|
|
BULLISH — UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
|
|
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
|
| Unaudited Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025 | 4 |
|
Notes to the Unaudited Condensed Consolidated Financial Statements |
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)
FOR THE three months ended March 31, 2026 and 2025
(In thousands, except per share data)
|
Three months ended March 31, |
||||||||||||
|
Notes |
2026 |
2025 |
||||||||||
|
Digital assets sales |
4 | $ | 51,812,747 | $ | 80,236,157 | |||||||
|
Cost of digital assets derecognized |
5 | (51,792,742 | ) | (80,209,641 | ) | |||||||
|
Other revenues |
6 | 57,482 | 20,304 | |||||||||
|
Change in fair value of digital assets held, net |
7 | (559,584 | ) | (246,762 | ) | |||||||
|
Net spread related income and change in fair value of perpetual futures on the Exchange |
35 | (3,702 | ) | |||||||||
|
Change in fair value of investment in financial assets |
14 | (92,373 | ) | (71,810 | ) | |||||||
|
Administrative expenses |
8 | (48,280 | ) | (47,186 | ) | |||||||
|
Other expenses |
9 | (45,530 | ) | (15,063 | ) | |||||||
|
Finance expense |
10 | (14,088 | ) | (10,240 | ) | |||||||
|
Change in fair value of derivatives |
69,197 | — | ||||||||||
|
Change in fair value of financial liability at FVTPL |
8,500 | (900 | ) | |||||||||
|
Income/(loss) before income tax |
$ | (604,636 | ) | $ | (348,843 | ) | ||||||
|
Income tax benefit/(expense) |
11 | (226 | ) | (221 | ) | |||||||
|
Net income/(loss) |
$ | (604,862 | ) | $ | (348,622 | ) | ||||||
|
Attributable to: |
||||||||||||
|
Owners of the Group |
(581,713 | ) | (343,994 | ) | ||||||||
|
Non-controlling interests |
(23,149 | ) | (4,628 | ) | ||||||||
|
Net income/(loss) |
$ | (604,862 | ) | $ | (348,622 | ) | ||||||
|
Other comprehensive income/(loss) |
||||||||||||
|
Items that will not be subsequently reclassified to profit or loss: |
||||||||||||
|
Revaluation of digital assets held as investments |
(26,636 | ) | (99,903 | ) | ||||||||
|
Fair value gain/(loss) on financial liabilities designated as at FVTPL attributable to changes in credit risk |
14,250 | 6,050 | ||||||||||
| $ | (12,386 | ) | $ | (93,853 | ) | |||||||
|
Items that may be reclassified subsequently to profit or loss: |
||||||||||||
|
Foreign exchange differences on translation of foreign operations |
(302 | ) | 543 | |||||||||
|
Total comprehensive income/(loss) |
$ | (617,550 | ) | $ | (441,932 | ) | ||||||
|
Attributable to: |
||||||||||||
|
Owners of the Group |
(593,903 | ) | (436,318 | ) | ||||||||
|
Non-controlling interests |
(23,647 | ) | (5,614 | ) | ||||||||
|
Total comprehensive income/(loss) |
$ | (617,550 | ) | $ | (441,932 | ) | ||||||
|
Weighted average number of ordinary shares for the purposes of basic and diluted earnings/(loss) per share |
||||||||||||
|
Basic |
23 | 151,146 | 113,215 | |||||||||
|
Diluted |
23 | 151,146 | 113,215 | |||||||||
|
Earnings/(Loss) per share |
||||||||||||
|
Basic |
23 | $ | (3.85 | ) | $ | (3.04 | ) | |||||
|
Diluted |
23 | $ | (3.85 | ) | $ | (3.04 | ) | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AS OF March 31, 2026 AND December 31, 2025
(In thousands)
|
Notes |
March 31, 2026 |
December 31, 2025 |
||||||||||
|
ASSETS |
||||||||||||
|
Non-current assets |
||||||||||||
|
Goodwill |
$ | 62,682 | $ | 63,062 | ||||||||
|
Other intangible assets |
30,535 | 31,104 | ||||||||||
|
Property and equipment and right-of-use assets |
26,465 | 28,369 | ||||||||||
|
Deferred tax assets |
2,995 | 2,865 | ||||||||||
|
Other assets |
15 | 17,662 | 21,311 | |||||||||
|
Restricted cash |
16 | 5,840 | 5,727 | |||||||||
|
Total non-current assets |
$ | 146,179 | $ | 152,438 | ||||||||
|
Current assets |
||||||||||||
|
Digital assets held - inventories |
12 | $ | 142,698 | $ | 206,178 | |||||||
|
Digital assets held - intangible assets |
12 | 1,298,611 | 1,537,071 | |||||||||
|
Digital assets held - financial assets |
12 | 863,306 | 1,037,915 | |||||||||
|
Loan and other receivables - digital assets |
13 | 395,684 | 446,481 | |||||||||
|
Derivative financial instruments |
20 | 6,298 | — | |||||||||
|
Investments in financial assets |
14 | 266,640 | 404,144 | |||||||||
|
Other assets |
15 | 55,945 | 47,502 | |||||||||
|
Customer segregated cash |
55,640 | 20,044 | ||||||||||
|
Restricted cash |
16 | 17,003 | 16,839 | |||||||||
|
Cash and cash equivalents |
17 | 76,052 | 87,892 | |||||||||
|
Total current assets |
$ | 3,177,877 | $ | 3,804,066 | ||||||||
|
Total assets |
$ | 3,324,056 | $ | 3,956,504 | ||||||||
|
LIABILITIES |
||||||||||||
|
Non-current liabilities |
||||||||||||
|
Borrowings from related parties |
24 | $ | 482,850 | $ | 505,600 | |||||||
|
Convertible redeemable preference shares |
— | — | ||||||||||
|
Digital assets loan payable |
19 | 4,885 | 5,267 | |||||||||
|
Lease liabilities |
12,817 | 14,378 | ||||||||||
|
Deferred tax liabilities |
18 | 18 | ||||||||||
|
Other payables |
18 | — | 3,000 | |||||||||
|
Total non-current liabilities |
$ | 500,570 | $ | 528,263 | ||||||||
|
Current liabilities |
||||||||||||
|
Customer segregated cash liabilities |
$ | 55,640 | $ | 20,044 | ||||||||
|
Borrowings |
— | 49,982 | ||||||||||
|
Digital assets loan payable |
19 | 334 | 334 | |||||||||
|
Lease liabilities |
6,213 | 5,524 | ||||||||||
|
Other payables |
18 | 58,092 | 54,028 | |||||||||
|
Total current liabilities |
$ | 120,279 | $ | 129,912 | ||||||||
|
Total liabilities |
$ | 620,849 | $ | 658,175 | ||||||||
|
Net assets |
$ | 2,703,207 | $ | 3,298,329 | ||||||||
|
EQUITY |
||||||||||||
|
Share capital and share premium |
$ | 5,119,254 | $ | 5,110,063 | ||||||||
|
Option premium on convertible redeemable preference shares |
— | — | ||||||||||
|
Reserves |
390,214 | 774,224 | ||||||||||
|
Accumulated deficit |
(2,860,139 | ) | (2,668,100 | ) | ||||||||
|
Total shareholders' equity attributable to the owners of the Group |
$ | 2,649,329 | $ | 3,216,187 | ||||||||
|
Non-controlling interests |
53,878 | 82,142 | ||||||||||
|
Total equity |
$ | 2,703,207 | $ | 3,298,329 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
FOR THE three months ended March 31, 2026 and 2025
(In thousands)
|
Reserves |
||||||||||||||||||||||||||||||||||||||||
|
Option |
||||||||||||||||||||||||||||||||||||||||
|
premium on |
Revaluation |
Total equity |
||||||||||||||||||||||||||||||||||||||
|
convertible |
Share- |
reserves for |
attributable |
|||||||||||||||||||||||||||||||||||||
|
redeemable |
based |
digital assets |
to the |
Non- |
||||||||||||||||||||||||||||||||||||
|
Share |
Share |
preference |
payment |
held as |
Other |
Accumulated |
owners of |
controlling |
Total |
|||||||||||||||||||||||||||||||
|
capital |
premium |
shares |
reserves |
investments |
reserves |
deficit |
the Group |
interests |
equity |
|||||||||||||||||||||||||||||||
|
As of January 1, 2025 |
$ | 226 | $ | 3,821,311 | $ | 18,399 | $ | 69,852 | $ | 731,838 | $ | 57,107 | $ | (2,309,053 | ) | $ | 2,389,680 | $ | 10,979 | $ | 2,400,659 | |||||||||||||||||||
|
Net income/(loss) |
— | — | — | — | — | — | (343,994 | ) | (343,994 | ) | (4,628 | ) | (348,622 | ) | ||||||||||||||||||||||||||
|
Other comprehensive income/(loss) for the period |
— | — | — | 3 | (98,891 | ) | 6,565 | — | (92,323 | ) | (987 | ) | (93,310 | ) | ||||||||||||||||||||||||||
|
Total comprehensive income for the year/period |
— | — | — | 3 | (98,891 | ) | 6,565 | (343,994 | ) | (436,317 | ) | (5,615 | ) | (441,932 | ) | |||||||||||||||||||||||||
|
Issuance of shares, including exercise of stock options |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
|
Equity settled share-based payments |
— | — | — | 5,133 | — | — | — | 5,133 | — | 5,133 | ||||||||||||||||||||||||||||||
|
Transfer of revaluation gain of digital assets held as investments upon disposal |
— | — | — | — | (51,347 | ) | — | 51,347 | — | — | — | |||||||||||||||||||||||||||||
|
As of March 31, 2025 |
$ | 226 | $ | 3,821,311 | $ | 18,399 | $ | 74,988 | $ | 581,600 | $ | 63,672 | $ | (2,601,700 | ) | $ | 1,958,496 | $ | 5,364 | $ | 1,963,860 | |||||||||||||||||||
|
As of January 1, 2026 |
$ | 301 | $ | 5,109,762 | $ | — | $ | 70,339 | $ | 650,288 | $ | 53,597 | $ | (2,668,100 | ) | $ | 3,216,187 | $ | 82,142 | $ | 3,298,329 | |||||||||||||||||||
|
Net income |
— | — | — | — | — | — | (581,713 | ) | (581,713 | ) | (23,149 | ) | (604,862 | ) | ||||||||||||||||||||||||||
|
Other comprehensive income/(loss) for the period |
— | — | — | — | (25,621 | ) | 13,431 | — | (12,190 | ) | (498 | ) | (12,688 | ) | ||||||||||||||||||||||||||
|
Total comprehensive income/(loss) |
— | — | — | — | (25,621 | ) | 13,431 | (581,713 | ) | (593,903 | ) | (23,647 | ) | (617,550 | ) | |||||||||||||||||||||||||
|
Issuance of shares, including exercise of stock options |
1 | 9,190 | — | (7,842 | ) | — | — | — | 1,349 | — | 1,349 | |||||||||||||||||||||||||||||
|
Trading Rewards Program Warrants Issued |
— | — | — | 15,476 | — | — | — | 15,476 | — | 15,476 | ||||||||||||||||||||||||||||||
|
Change in non-controlling interest in BMC1 |
— | — | — | — | 16,342 | 129 | (11,854 | ) | 4,617 | (4,617 | ) | — | ||||||||||||||||||||||||||||
|
Equity settled share-based payments |
— | — | — | 5,603 | — | — | — | 5,603 | — | 5,603 | ||||||||||||||||||||||||||||||
|
Transfer of revaluation gain of digital assets held as investments upon disposal |
— | — | — | — | (401,528 | ) | — | 401,528 | — | — | — | |||||||||||||||||||||||||||||
|
As of March 31, 2026 |
$ | 302 | $ | 5,118,952 | $ | — | $ | 83,576 | $ | 239,481 | $ | 67,157 | $ | (2,860,139 | ) | $ | 2,649,329 | $ | 53,878 | $ | 2,703,207 | |||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE three months ended March 31, 2026 and 2025
(In thousands)
|
Three months ended |
||||||||||||
|
March 31, |
||||||||||||
|
Notes |
2026 |
2025 |
||||||||||
|
Cash flows from operating activities |
||||||||||||
|
Net loss |
$ | (604,862 | ) | $ | (348,622 | ) | ||||||
|
Adjustments for: |
||||||||||||
|
Interest income |
6 | (5,686 | ) | (2,632 | ) | |||||||
|
Debt interest expense |
10 | 13,777 | 9,987 | |||||||||
|
Lease interest expense |
10 | 311 | 253 | |||||||||
|
Net foreign exchange loss |
— | (262 | ) | |||||||||
|
Share-based payments expenses |
5,603 | 5,133 | ||||||||||
|
Depreciation of property and equipment and right-of-use assets |
9 | 1,670 | 1,498 | |||||||||
|
Amortization of other intangible assets |
9 | 557 | 616 | |||||||||
|
Impairment of right-of-use asset |
9 | 591 | — | |||||||||
|
Loss from revaluation of digital assets and other investments in financial assets at FVTPL, net |
226,419 | 176,484 | ||||||||||
|
Change in fair value of financial liability at FVTPL |
(8,482 | ) | 900 | |||||||||
|
Impairment losses of digital assets |
359,209 | 142,088 | ||||||||||
|
Operating cash flows before changes in operating assets and liabilities |
(10,893 | ) | (14,557 | ) | ||||||||
|
Decrease/(increase) in other assets |
(21,737 | ) | 1,184 | |||||||||
|
Increase in deferred tax assets |
(130 | ) | (268 | ) | ||||||||
|
Decrease in digital assets held - inventories |
6,005 | 282,844 | ||||||||||
|
Decrease/(increase) in digital assets held - intangible assets |
— | — | ||||||||||
|
(Increase) in digital assets held - financial assets |
(307,298 | ) | (264,599 | ) | ||||||||
|
Decrease/(increase) in digital assets held - loan receivable |
391,604 | (3,123 | ) | |||||||||
|
(Decrease) in other payables |
(4,292 | ) | (7,438 | ) | ||||||||
|
Increase in customer segregated cash liabilities |
35,596 | 216 | ||||||||||
|
Increase/(decrease) in digital assets held - customer segregated inventories |
— | — | ||||||||||
|
Increase/(decrease) in customer segregated liabilities - digital assets |
— | — | ||||||||||
|
Increase in deferred tax liabilities |
1 | 10 | ||||||||||
|
Interest received |
2,067 | 2,152 | ||||||||||
|
Net cash provided by/(used in) operating activities |
$ | 90,923 | $ | (3,579 | ) | |||||||
|
Cash flows from investing activities |
||||||||||||
|
Purchase of digital assets for liquidation reserve |
$ | — | $ | — | ||||||||
|
Receivable for loans made via margin lending services |
— | — | ||||||||||
|
Cash paid for business combinations |
— | — | ||||||||||
|
Cash acquired from business combinations |
— | — | ||||||||||
|
Purchase of investment in financial assets |
(6,449 | ) | (1,275 | ) | ||||||||
|
Proceeds on investment in financial assets |
— | — | ||||||||||
|
Cash received from investment in derivative financial instruments |
— | — | ||||||||||
|
Cash paid for investment in derivative financial instruments |
— | — | ||||||||||
|
Purchase of property and equipment |
(412 | ) | (196 | ) | ||||||||
|
Proceeds on disposal of property and equipment |
20 | — | ||||||||||
|
Purchase of digital assets held - intangible assets |
(907 | ) | (41,491 | ) | ||||||||
|
Proceeds on disposal of digital assets held - intangible assets |
4,345 | 30,448 | ||||||||||
|
Prepayment on intangible assets |
— | — | ||||||||||
|
Net cash used in investing activities |
$ | (3,403 | ) | $ | (12,514 | ) | ||||||
|
Cash flows from financing activities |
||||||||||||
|
Proceeds from issuance of ordinary shares |
1,349 | — | ||||||||||
|
Dividends paid |
— | — | ||||||||||
|
Interest paid |
(13,777 | ) | (10,240 | ) | ||||||||
|
Proceeds from loans |
— | 74,300 | ||||||||||
|
Repayment of loans |
(50,000 | ) | (49,300 | ) | ||||||||
|
Repayment on lease liabilities |
(1,126 | ) | (1,331 | ) | ||||||||
|
Net cash provided by/(used in) financing activities |
$ | (63,554 | ) | $ | 13,429 | |||||||
|
Net increase/(decrease) in cash and cash equivalents, customer segregated cash and restricted cash |
23,966 | (2,664 | ) | |||||||||
|
Cash and cash equivalents, customer segregated cash and restricted cash at beginning of the period |
$ | 130,502 | 55,783 | |||||||||
|
Effects of exchange rate changes on cash and cash equivalents, customer segregated cash and restricted cash |
$ | 67 | (231 | ) | ||||||||
|
Cash and cash equivalents, customer segregated cash and restricted cash at end of the period |
$ | 154,535 | $ | 52,888 | ||||||||
|
Cash and cash equivalents, customer segregated cash and restricted cash consisted of the following: |
||||||||||||
|
Customer segregated cash |
55,640 | 6,598 | ||||||||||
|
Restricted cash |
16 | 22,843 | 17,990 | |||||||||
|
Cash and cash equivalents |
17 | 76,052 | 28,300 | |||||||||
|
Total cash and cash equivalents, customer segregated cash and restricted cash |
$ | 154,535 | $ | 52,888 | ||||||||
|
Supplemental schedule of non-cash investing and financing activities |
||||||||||||
|
Recognition of right-of-use assets against lease liabilities |
— | 2,715 | ||||||||||
|
Purchase of digital assets held - intangible assets |
(3,395,970 | ) | (12,147,047 | ) | ||||||||
|
Proceeds on disposal of digital assets held - intangible assets |
3,420,100 | 11,818,045 | ||||||||||
|
Digital asset loan receivables made, net |
(514,856 | ) | 32,472 | |||||||||
|
Digital asset pledged as collateral made, net |
98,452 | 84,137 | ||||||||||
|
Interest Received in Digital Assets |
962 | — | ||||||||||
|
Purchase of investment in financial assets via USDC |
— | (10,116 | ) | |||||||||
|
Prepayment on intangible assets made, net |
(7,366 | ) | — | |||||||||
|
Non-cash purchase of investment |
(6,770 | ) | — | |||||||||
|
Non-cash proceeds of sales of investments |
120,840 | — | ||||||||||
|
Interest paid in digital assets |
(4,683 | ) | — | |||||||||
|
Proceeds from borrowings via digital assets |
966,841 | 676,959 | ||||||||||
|
Repayment from borrowings via digital assets |
(962,963 | ) | (672,758 | ) | ||||||||
|
Proceeds from digital assets loan payable via digital assets |
154,928 | 84,554 | ||||||||||
|
Repayments from digital assets loan payable via digital assets |
(154,224 | ) | (34,896 | ) | ||||||||
|
Proceeds from issuance of Ordinary shares |
— | — | ||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Bullish (the “Company”) is an exempted company incorporated and domiciled in the Cayman Islands. The Company and its subsidiaries are collectively referred to as the “Group.” Our Common Stock, par value $0.002 per share (“common stock”), has been listed on the New York Stock Exchange under the ticker symbol “BLSH” since August 2025.
These unaudited condensed consolidated interim financial statements (the “interim financial statements”) are as of March 31, 2026 and for the three months ended March 31, 2026 and 2025. Comparative balance sheet information is as of December 31, 2025.
The principal activity of the Group is providing infrastructure and information services. This includes the operations of its subsidiary, Bullish (GI) Limited, which operates a digital asset trading platform (the "Exchange") and CoinDesk Inc. ("CoinDesk") which provides digital asset media and information services.
The interim financial statements are presented in U.S. dollars, which is the functional currency of the Group.
The Group operates as a single operating and reportable segment. The Chief Executive Officer (“CEO”) serves as the Chief Operating Decision Maker (“CODM”) and reviews financial information on a consolidated basis for purposes of resource allocation and performance assessment.
2 Summary of principal accounting policies
|
2.1 |
Compliance with IFRS |
The interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Certain information or footnote disclosures, normally included in annual financial statements prepared in accordance with IFRS, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
These interim financial Statements, in the opinion of management, reflect all normal and recurring adjustments necessary to fairly present our financial position, operating results and cash flows for the periods presented. All material intercompany transactions and balances have been eliminated in consolidation.
Interim results are not necessarily indicative of results expected for any other interim period or a full fiscal year.
These interim financial statements should be read in conjunction with the Group’s audited consolidated financial statements and the notes included in our annual report on Form 20-F for the year ended December 2025.
|
2.2 |
Basis of preparation and accounting policies |
The accounting policies have been consistently applied to the current and prior periods presented, as are the methods of computation unless otherwise stated.
|
2.3 |
New standards and amendments not yet effective |
The Group has evaluated the new standards and amendments disclosed in the annual financial statements that are effective for the current period and determined that they are not applicable to these interim financial statements. The Group is in the process of reviewing the effects of applying the new standards and amendments disclosed in the annual financial statements that are not yet effective.
3 Critical accounting judgments and key sources of estimation uncertainty
In preparing these interim financial statements, management has made judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities, income, and expenses. Actual results may differ from these estimates.
The significant judgments and key sources of estimation uncertainty applied are consistent with those described in the Group’s audited consolidated financial statements for the year ended December 31, 2025.
4 Digital assets sales
The following tables summarize the disaggregation of Digital assets sales by venue for the three months ended March 31, 2026 and 2025 (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
On the Exchange |
$ | 51,812,747 | $ | 79,932,294 | ||||
|
On other venues(i) |
— | 303,863 | ||||||
|
Total Digital asset sales |
$ | 51,812,747 | $ | 80,236,157 | ||||
|
(i) |
Other venues means other exchanges or over-the-counter brokers that were used to purchase or sell digital assets. |
4 Digital assets sales—(continued)
Below is the table of Digital assets sales on the Exchange disaggregated by major geography, based on domicile of the customers, accounting for 10% or more of total Digital assets sales on the Exchange (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
United Kingdom |
$ | 16,206,077 | $ | 25,685,960 | ||||
|
United Arab Emirates |
11,155,749 | * | ||||||
|
Cayman Islands |
10,731,831 | 2,128,129 | ||||||
|
Singapore |
* | 12,019,194 | ||||||
|
British Virgin Islands |
* | 18,309,865 | ||||||
|
Cyprus |
* | 8,112,789 | ||||||
|
Rest of the World |
13,719,090 | 13,676,357 | ||||||
|
Total Digital asset sales |
$ | 51,812,747 | $ | 79,932,294 | ||||
* Digital asset sales attributable to the geography during the period did not exceed the 10% threshold.
Below are the tables of Digital assets sales on the Exchange disaggregated by major customers accounting for 10% or more of total Digital assets sales on the Exchange (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Customer A |
* | 11,270,806 | ||||||
|
Customer B |
13,026,209 | 23,077,454 | ||||||
|
Customer C |
* | 8,079,531 | ||||||
|
Customer D |
10,670,100 | * | ||||||
* Digital asset sales attributable to the customer during the period did not exceed the 10% threshold.
5 Cost of digital assets derecognized
The following table presents the Cost of digital assets derecognized by venue for the three months ended March 31, 2026 and 2025 (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
On the Exchange |
$ | 51,792,742 | $ | 79,905,816 | ||||
|
On other venues(i) |
- | 303,825 | ||||||
|
Total Cost of digital assets derecognized |
$ | 51,792,742 | $ | 80,209,641 | ||||
|
(i) |
Other venues means other exchanges or over-the-counter brokers that were used to purchase or sell digital assets. |
6 Other revenues
The following table presents Other revenues by category for the three months ended March 31, 2026 and 2025 (in thousands).
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Transaction fee income(i) |
$ | 2,712 | $ | 563 | ||||
|
Subscription and services revenue(ii) |
54,770 | 19,741 | ||||||
|
Total Other revenues(iii) |
$ | 57,482 | $ | 20,304 | ||||
|
(i) |
For the three months ended March 31, 2026 and 2025, the Exchange recorded Transaction fee income from peer-to-peer spot trades of $0.4 million and $0.5 million, respectively. |
|
(ii) |
Includes interest income of $5.5 million and $2.6 million for the three months ended March 31, 2026 and 2025, respectively. |
|
(iii) |
Includes interest income and other income from non-customers of $21.4 million and $2.7 million for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, $5.5 million relates to interest income (see footnote (ii)), with the remaining $15.9 million representing other income from noncustomers. For the three months ended March 31, 2025, $2.6 million relates to interest income (see footnote (ii)), with the remaining $0.1 million representing other income from noncustomers. |
7 Change in fair value of digital assets held, net
The following table presents the components of the Change in fair value of digital assets held, net for the three months ended March 31, 2026 and 2025 (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Change in fair value of digital asset inventories, arising from purchase of digital assets on the Exchange |
$ | 15,265 | $ | 18,688 | ||||
|
Change in fair value of digital asset inventories and financial assets, net of change in fair value of the payable to customers |
(150,924 | ) | (115,267 | ) | ||||
|
Change in fair value of loan and other receivables - digital assets |
(73,235 | ) | (21,400 | ) | ||||
|
Change in fair value of digital asset loan payable |
280 | 13,305 | ||||||
|
Impairment losses of digital asset held - intangible assets |
(350,970 | ) | (142,088 | ) | ||||
|
Total Change in fair value of digital assets held, net |
$ | (559,584 | ) | $ | (246,762 | ) | ||
8 Administrative expenses
The following table presents the components of Administrative expenses for the three months ended March 31, 2026 and 2025 (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Compensation and benefits |
$ | 38,253 | $ | 35,602 | ||||
|
Legal and professional fees |
10,027 | 11,584 | ||||||
|
Related party service fees |
— | — | ||||||
|
Total Administrative expenses |
$ | 48,280 | $ | 47,186 | ||||
9 Other expenses
The following table presents the components of Other expenses for the three months ended March 31, 2026 and 2025 (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Information technology and software expenses |
$ | 5,713 | $ | 4,547 | ||||
|
Production expenses |
3,727 | 3,005 | ||||||
|
Depreciation of property and equipment and right-of-use assets |
1,670 | 1,498 | ||||||
|
Advertisement and promotion expenses |
2,056 | 1,874 | ||||||
|
Amortization of intangible assets |
557 | 616 | ||||||
|
Custody fees |
413 | 576 | ||||||
|
Other share-based payment expenses |
15,438 | — | ||||||
|
Impairment of right-of-use assets |
591 | — | ||||||
|
Digital asset impairment |
8,239 | — | ||||||
|
Other |
7,126 | 2,947 | ||||||
|
Total Other expenses |
$ | 45,530 | $ | 15,063 | ||||
10 Finance expense
The following table presents the components of Finance expense for the three months ended March 31, 2026 and 2025 (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Loan interest expense |
$ | 13,777 | $ | 9,987 | ||||
|
Lease interest expense |
311 | 253 | ||||||
|
Total Finance expense |
$ | 14,088 | $ | 10,240 | ||||
Loan interest expense for the three months ended March 31, 2026 and 2025, include expenses related to borrowing arrangements detailed in the annual financial statements.
11 Income tax benefit (expense)
The following table presents the components of Income tax benefit (expense) for the three months ended March 31, 2026 and 2025 (in thousands):
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Current income tax expense |
$ | 355 | $ | (46 | ) | |||
|
Deferred income tax benefit |
(129 | ) | 267 | |||||
|
Total Income tax (benefit) expense |
$ | 226 | $ | 221 | ||||
12 Digital assets held
The table below presents the breakdown of Digital assets held - financial assets by venue (in thousands):
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Digital financial assets held on the Exchange wallets |
$ | 135,230 | $ | 84,993 | ||||
|
Digital financial assets held on the non-Exchange wallets |
728,076 | 952,922 | ||||||
|
Total Digital assets held - financial assets |
$ | 863,306 | $ | 1,037,915 | ||||
12 Digital assets held—(continued)
The table below presents the implied units and carrying amount of digital assets, denominated in units and US dollars, for Digital assets held - inventories, Digital assets - intangible assets, and Digital assets - financial assets (in thousands):
|
March 31, |
December 31, |
|||||||||||||||
|
2026 |
2025 |
|||||||||||||||
|
Units |
Fair Value |
Units |
Fair Value |
|||||||||||||
|
BTC(i) |
19.83 | $ | 1,320,524 | 18.03 | $ | 1,598,225 | ||||||||||
|
ETH(i) |
10.80 | 22,127 | 12.52 | 37,410 | ||||||||||||
|
Stablecoins(ii) |
689,791 | 1,056,666 | ||||||||||||||
|
Others(iii) |
272,173 | 88,863 | ||||||||||||||
|
Total Digital assets held - inventories, intangible assets, and financial assets |
$ | 2,304,615 | $ | 2,781,164 | ||||||||||||
|
(i) |
BTC and ETH balances presented include tokens that are wrapped such as cbBTC (11,748 units valued at $782.3 million as of March 31, 2026 and 8,177.4 units valued at $725.8 million as of December 31, 2025), wBTC (201.3 units valued at $13.4 million as of March 31, 2026, 226.8 units valued at $20.1 million as of December 31, 2025) and weETH (153.4 units valued at $0.3 million as of March 31, 2026, 160.6 units valued at $0.5 million as of December 31, 2025). |
|
(ii) |
Stablecoins are a digital asset intended to maintain a stable value by tracking a reference asset, such as USD, typically on a one-to-one basis. As of March 31, 2026 individual assets that comprise greater than 5% of the balance include USDC ($310.3 million), USDG ($159.0 million), and RLUSD ($31.6 million). As of December 31, 2025, individual assets that comprise greater than 5% of the balance include USDC ($464.9 million), USDG ($204.3 million), and PYUSD ($161.1 million). No other stablecoins represent greater than 5% of the total balance. |
|
(iii) |
Any digital asset that individually represents less than 5% of the digital asset balance presented is grouped together as Others. |
13 Loan and other receivables - digital assets
The following table presents Loan and other receivables - digital assets by type of underlying digital asset provided, denominated in units and US dollars, as of March 31, 2026 and December 31, 2025 (in thousands). Amounts totaling less than 5% of the outstanding balance are aggregated in the Others line:
|
March 31, |
December 31, |
|||||||||||||||
|
2026 |
2025 |
|||||||||||||||
|
Units |
Fair Value |
Units |
Fair Value |
|||||||||||||
|
BTC |
1.59 | $ | 105,626 | 1.90 | $ | 168,630 | ||||||||||
|
ETH |
2.79 | 5,616 | 1.96 | 5,843 | ||||||||||||
|
USDC |
150,933 | 132,775 | ||||||||||||||
|
USD |
114,292 | — | ||||||||||||||
|
Others |
11,450 | 9,128 | ||||||||||||||
|
Total Digital assets - credit line facility and other lending arrangements |
$ | 387,917 | $ | 316,376 | ||||||||||||
|
BTC |
0.01 | $ | 871 | 0.01 | $ | 792 | ||||||||||
|
ETH |
1.27 | 2,601 | 0.57 | 1,699 | ||||||||||||
|
USDC |
2,812 | 12,008 | ||||||||||||||
|
SOL |
1,482 | — | ||||||||||||||
|
Others |
1 | 281 | ||||||||||||||
|
Total Digital assets - margin lending services |
$ | 7,767 | $ | 14,780 | ||||||||||||
|
BTC |
— | $ | — | 1.30 | $ | 115,325 | ||||||||||
|
Total Digital assets - pledged as collateral |
$ | — | $ | 115,325 | ||||||||||||
|
BTC |
1.60 | $ | 106,497 | 3.21 | $ | 284,747 | ||||||||||
|
ETH |
4.06 | 8,217 | 2.53 | 7,542 | ||||||||||||
|
USDC |
153,745 | 144,783 | ||||||||||||||
|
USD |
114,292 | — | ||||||||||||||
|
SOL |
1,482 | — | ||||||||||||||
|
Others |
11,451 | 9,409 | ||||||||||||||
|
Total Loan and other receivables - digital assets |
$ | 395,684 | $ | 446,481 | ||||||||||||
14 Investments in financial assets
The table below presents the fair value of Investments in financial assets by investment type (in thousands):
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
BTC funds |
$ | 144,102 | $ | 186,067 | ||||
|
Grayscale CoinDesk Crypto 5 ETF |
70,341 | 93,184 | ||||||
|
CoinDesk 20 |
5,461 | 87,802 | ||||||
|
Other Investments in financial assets |
29,639 | 12,408 | ||||||
|
Other digital assets funds |
17,097 | 24,683 | ||||||
|
Total Investments in financial assets |
$ | 266,640 | $ | 404,144 | ||||
For the three months ended March 31, 2026, the Group held digital assets exchange-traded funds and private funds valued at $237.0 million (December 31, 2025: $379.4 million) as well as equity investments valued at $29.6 million (December 31, 2025: $24.7 million).
15 Other assets
The table below presents the components of non-current and current Other assets (in thousands):
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Non-current assets |
||||||||
|
Deposits |
$ | 1,175 | $ | 1,180 | ||||
|
Other receivables |
406 | 323 | ||||||
|
Finance lease receivables |
391 | 739 | ||||||
|
Prepayments |
7,450 | 16,252 | ||||||
|
Deferred trading rewards program costs |
8,240 | 2,817 | ||||||
|
Total Other assets (non-current) |
$ | 17,662 | $ | 21,311 | ||||
|
Current assets |
||||||||
|
Accounts receivable |
$ | 21,450 | $ | 24,625 | ||||
|
Finance lease receivables |
347 | 110 | ||||||
|
Prepayments |
18,128 | 18,943 | ||||||
|
Other receivables |
12,425 | 3,824 | ||||||
|
Deferred trading rewards program costs |
3,595 | — | ||||||
|
Total Other assets (current) |
$ | 55,945 | $ | 47,502 | ||||
As of March 31, 2026 and December 31, 2025 the carrying values of current Other assets approximated their fair values.
16 Restricted cash
As of March 31, 2026, current Restricted cash primarily related to deposits for insurance policies of $17.0 million (December 31, 2025: $16.8 million) and non-current Restricted cash primarily related to guarantees for lease agreements of $5.8 million (December 31, 2025: $5.7 million).
17 Cash and cash equivalents
The table below presents the components of Cash and cash equivalents (in thousands):
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Cash at banks |
$ | 70,865 | $ | 80,159 | ||||
|
Cash on the Exchange at banks |
5,178 | 7,626 | ||||||
|
Cash held in brokers |
9 | 107 | ||||||
|
Total Cash and cash equivalents |
$ | 76,052 | $ | 87,892 | ||||
As of March 31, 2026 and December 31, 2025, the carrying values of Cash and cash equivalents approximated their fair values.
18 Other payables
The table below presents the components of Other payables (in thousands):
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Trading rewards program liability |
$ | — | $ | 3,000 | ||||
|
Total Other payables (non-current) |
$ | — | $ | 3,000 | ||||
|
Accrued compensation and benefits |
$ | 7,259 | $ | 20,363 | ||||
|
Accrued expenses |
14,868 | 10,569 | ||||||
|
Deferred income |
11,771 | 10,557 | ||||||
|
Loan interest payable to the related party(i) |
8,574 | 8,764 | ||||||
|
Amounts due to related parties(i) |
1,091 | 807 | ||||||
|
Other payables |
14,529 | 2,968 | ||||||
|
Total Other payables |
$ | 58,092 | $ | 54,028 | ||||
|
(i) |
For additional details regarding transactions with related parties see Note 24. |
As of March 31, 2026 and December 31, 2025, the carrying values of Other payables approximated their fair values.
19 Digital assets loan payable
The table below presents the components of Digital assets loan payable (in thousands):
| March 31, | December 31, | |||||||
|
2026 |
2025 |
|||||||
|
Unsecured borrowing at FVTPL |
||||||||
|
As of end of March 31, |
$ | 4,885 | $ | 5,267 | ||||
|
Secured borrowing at FVTPL |
||||||||
|
As of end of March 31, |
$ | 334 | $ | 334 | ||||
|
Digital assets loan payable (non-current) |
$ | 4,885 | $ | 5,267 | ||||
|
Digital assets loan payable (current) |
$ | 334 | $ | 334 | ||||
20 Derivative financial instruments
The table below presents details regarding Derivative financial instruments (in thousands):
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Derivative financial instruments (assets) |
||||||||
|
Digital currency perpetual contracts - carrying amount |
$ | 6,298 | $ | — | ||||
|
Derivative financial instruments (liabilities) |
||||||||
|
Digital currency perpetual contracts - carrying amount |
— | — | ||||||
|
Total notional amount |
||||||||
|
Digital currency perpetual contracts |
$ | 117,475 | $ | 140,522 | ||||
The notional amount of Derivative financial instruments primarily represents the perpetual futures contracts that the Group offers to eligible customers on the Exchange. Derivative financial instruments are held as trading derivatives that are not designated in hedge accounting relationship.
21 Fair Value of Financial Instruments
The Group's accounting policies and valuation methodologies for fair value measurements are consistent with those described in the annual financial statements. There have been no changes to the Group's fair value measurement methodologies during the three months ended March 31, 2026.
Assets and Liabilities Measured at Fair Value
The following table presents the Group's assets and liabilities measured at fair value as of March 31, 2026 and December 31, 2025 (in thousands):
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
As of March 31, 2026 |
||||||||||||||||
|
Assets |
||||||||||||||||
|
Investments in financial assets |
$ | 217,172 | $ | 12,587 | $ | 36,881 | $ | 266,640 | ||||||||
|
Digital assets held — inventories |
142,698 | - | - | 142,698 | ||||||||||||
|
Digital assets held — intangible assets |
1,298,611 | - | - | 1,298,611 | ||||||||||||
|
Digital assets held — financial assets |
758,772 | 104,534 | - | 863,306 | ||||||||||||
|
Loan and other receivables — digital assets |
- | 395,684 | - | 395,684 | ||||||||||||
|
Total assets |
$ | 2,417,253 | $ | 512,805 | $ | 36,881 | $ | 2,966,939 | ||||||||
|
Liabilities |
||||||||||||||||
|
Borrowings from related parties |
$ | - | $ | - | $ | 482,850 | $ | 482,850 | ||||||||
|
Digital assets loan payable |
- | - | 5,219 | 5,219 | ||||||||||||
|
Total liabilities |
$ | - | $ | - | $ | 488,069 | $ | 488,069 | ||||||||
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
As of December 31, 2025 |
||||||||||||||||
|
Assets |
||||||||||||||||
|
Investments in financial assets |
$ | 358,184 | $ | 17,275 | $ | 28,685 | $ | 404,144 | ||||||||
|
Digital assets held — inventories |
206,178 | - | - | 206,178 | ||||||||||||
|
Digital assets held — intangible assets |
1,537,071 | - | - | 1,537,071 | ||||||||||||
|
Digital assets held — financial assets |
1,037,915 | - | - | 1,037,915 | ||||||||||||
|
Loan and other receivables — digital assets |
- | 446,481 | - | 446,481 | ||||||||||||
|
Total assets |
$ | 3,139,348 | $ | 463,756 | $ | 28,685 | $ | 3,631,789 | ||||||||
|
Liabilities |
||||||||||||||||
|
Borrowings from related parties |
$ | - | $ | - | $ | 505,600 | $ | 505,600 | ||||||||
|
Digital assets loan payable |
- | - | 5,601 | 5,601 | ||||||||||||
|
Total liabilities |
$ | - | $ | - | $ | 511,201 | $ | 511,201 | ||||||||
Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period in which they occur, and reflect changes in the availability of observable market data or, for Level 3 instruments, changes in the financial information and other factors considered by management.
21 Fair Value of Financial Instruments—(continued)
Level 3 Financial Instruments
The Group holds certain financial instruments classified as Level 3 under IFRS 13 Fair Value Measurement, for which fair value is estimated by management based on available financial information and other relevant factors, consistent with the methodology described in the Group's annual financial statements on Form 20-F. Activity for Level 3 instruments, including purchases, sales, issuances, settlements, transfers, and realized and unrealized gains and losses, was not material for the three months ended March 31, 2026 and 2025.
Unrealized gains (losses) included in earnings for the three months ended March 31, 2026 and 2025, attributable to Level 3 instruments still held at period end, were not material.
22 Share-based payments
On July 31, 2025, the Company’s Board of Directors approved a reverse stock split of the Company’s Class A common shares, Class B preference shares, and Class C common shares on a 1-for-2 basis (the “Reverse Split”) which became effective on August 1, 2025. All share and per-share amounts, including comparative periods, have been adjusted to reflect the reverse stock split on a retrospective basis. Refer to the annual financial statements for further details on the Reverse Split.
For a description of the Group's share-based payment arrangements, refer to Note 29 of the Group's annual consolidated financial statements for the year ended December 31, 2025. The tables below present share-based award activity for the three months ended March 31, 2026 and the comparative period presented.
The table below present details of the Trading Rewards Program ("TRP") warrants activity during the three months ended March 31, 2026 and 2025:
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Outstanding at beginning of period |
$ | 369,853 | $ | — | ||||
|
Granted during the period |
585,851 | — | ||||||
|
Outstanding at end of period |
$ | 955,704 | $ | — | ||||
22 Share-based payments—(continued)
Options
The tables below present details of the options activity during the three months ended March 31, 2026 and 2025:
|
Three months ended March 31, |
||||||||||||||||
|
2026 |
2025 |
|||||||||||||||
|
Weighted |
Weighted |
|||||||||||||||
|
average |
average |
|||||||||||||||
|
Options |
exercise price |
Options |
exercise price |
|||||||||||||
|
Outstanding at beginning of period |
5,845,207 | $ | 18.10 | 4,944,061 | $ | 16.09 | ||||||||||
|
Granted during the period |
1,123,927 | $ | 27.45 | 1,061,696 | $ | 24.54 | ||||||||||
|
Forfeited during the period |
(91,680 | ) | $ | 20.55 | (87,699 | ) | $ | 15.91 | ||||||||
|
Exercised during the period |
(243,669 | ) | $ | 14.67 | — | $ | — | |||||||||
|
Outstanding at the end of period |
6,633,785 | $ | 19.75 | 5,918,058 | $ | 17.61 | ||||||||||
|
Exercisable at the end of period |
3,195,593 | $ | 18.08 | — | ||||||||||||
RSUs
The tables below present details of the RSU activity during the three months ended March 31, 2026 and 2025:
|
Three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Outstanding at beginning of the period |
193,148 | 200,046 | ||||||
|
Granted during the period |
— | — | ||||||
|
Forfeited during the period |
— | — | ||||||
|
Released during the period |
(160,037 | ) | — | |||||
|
Outstanding at end of the period |
33,111 | 200,046 | ||||||
23 Earnings/(loss) per share
For the three months ended March 31, 2026 and 2025, the weighted average number of ordinary shares outstanding used in the calculation of basic earnings per share was 151,146,279 and 113,214,765, respectively. For the three months ended March 31, 2026 and 2025, the weighted average number of ordinary shares outstanding used in the calculation of diluted earnings per share was 151,146,279 and 113,214,765.
24 Related party transactions
The table below presents related party transactions entered into during the period (in thousands):
|
For the three months ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Other expenses |
||||||||
|
Services fees charged to a related party |
$ | — | $ | (241 | ) | |||
|
Finance expense |
||||||||
|
Loan interest expenses charged by related parties |
$ | 8,574 | $ | 8,574 | ||||
The table below presents outstanding balances arising from the above transactions as of March 31, 2026, and December 31, 2025 (in thousands).
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Other payables |
||||||||
|
Amounts due to related parties |
$ | 1,091 | $ | 807 | ||||
|
Loan interest expense payable to related parties |
8,574 | 8,764 | ||||||
|
Borrowings from the Related Party |
||||||||
|
Amounts due to related parties |
482,850 | 505,600 | ||||||
25 Subsequent events
The Group has evaluated subsequent events through May 14, 2026, the date the condensed consolidated financial statements were available for issuance.
Acquisition of Equiniti
On May 4, 2026, subsequent to the quarter ended March 31, 2026, Bullish entered into a definitive agreement to acquire Equiniti, a global transfer agent and provider of shareholder services, from affiliates of Siris Capital Group, in a transaction valued at approximately $4.2 billion. The transaction is expected to close in the first quarter of 2027, subject to regulatory approvals and customary closing conditions. This transaction does not affect the financial statements for the quarter ended March 31, 2026. For additional details, refer to Bullish's Report on Form 6-K furnished to the Securities and Exchange Commission on May 5, 2026.
|
|
Exhibit 99.3