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You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this Annual Report.
This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including but not limited to those set forth under the section titled “Risk Factors” or in other parts of this Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “Bullish” are intended to mean the business and operations of Bullish and its consolidated subsidiaries.
We have made rounding adjustments to reach some of the figures included in this Annual Report. As a result, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that precede them.
Overview
Bullish is an institutionally focused global digital asset platform focused on providing market infrastructure and information services that reports as a single operating and reportable segment. Our products and services are designed to help institutions grow their businesses, empower individual customers, and drive the adoption of stablecoins, digital assets, and blockchain technology.
Bullish, operating under the “Bullish” and “CoinDesk” brands, offers several distinct but complementary services in the digital assets industry. See “Item 4. Information on the Company” in this Annual Report on From 20-F for an overview of our Market Infrastructure and Information Services businesses.
Key Factors Affecting Our Performance
The growth and success of our business as well as our financial condition and operating results have been, and will continue to be affected by factors such as the adoption of digital assets, price and volatility of digital assets, broadening of institutional investor needs, strategic acquisitions and investments, customer concentration, and regulatory developments and requirements across multiple jurisdictions. See the “Risk Factors” and “Business Overview” sections in this Annual Report on Form 20-F for detailed descriptions on these factors and their impact on our business and our performance.
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Results of Operations
The following table summarizes the historical consolidated statements of operations data for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.
Year Ended December 31,
2025 2024 2023
(in thousands)
Digital assets sales $ 244,811,387 $ 250,201,282 $ 116,492,159
Cost of digital assets derecognized (244,733,087 ) (250,104,770 ) (116,419,218 )
Other revenues 158,941 61,967 15,341
Change in fair value of digital assets held, net (674,968 ) 207,043 1,351,832
Net spread related income and change in fair value of perpetual futures on the Exchange (7,179 ) (17,139 ) (654 )
Change in fair value of investment in financial assets (36,034 ) 29,453 3,671
Administrative expenses (182,188 ) (153,119 ) (104,211 )
Other expenses (60,425 ) (46,079 ) (34,465 )
Finance expense (52,369 ) (38,529 ) (2,983 )
Change in fair value of derivatives 9,609 (12,190 ) —
Change in fair value of financial liability at FVTPL (20,100 ) (43,350 ) —
Income/(loss) before income tax $ (786,413 ) $ 84,569 $ 1,301,472
Income tax expense 944 (5,005 ) (1,457 )
Net income/(loss) $ (785,469 ) $ 79,564 $ 1,300,015
Attributable to:
Owners of the Group (764,681 ) 78,527 1,299,167
Non-controlling interests (20,788 ) 1,037 848
Net income/(loss) $ (785,469 ) $ 79,564 $ 1,300,015
Other comprehensive income/(loss)
Items that will not be subsequently reclassified to profit or loss:
Revaluation of digital assets held as investments 409,644 1,020,339 —
Fair value loss on financial liabilities designated at FVTPL attributable to changes in credit risk (3,050 ) (16,350 ) —
$ 406,594 $ 1,003,989 $ —
Item that may be reclassified subsequently to profit or loss:
Foreign exchange differences on translation of foreign operations 1,676 (712 ) —
Total comprehensive income/(loss) $ (377,199 ) $ 1,082,841 $ 1,300,015
Attributable to:
Owners of the Group (357,056 ) 1,072,710 1,299,167
Non-controlling interests (20,143 ) 10,131 848
Total comprehensive income/(loss) $ (377,199 ) $ 1,082,841 $ 1,300,015
Weighted average number of ordinary shares for the purposes of basic and diluted earnings/(loss) per share
Basic 127,723 112,664 112,500
Diluted 127,723 115,400 122,184
Earnings/(Loss) per share
Basic $ (5.99 ) $ 0.70 $ 11.55
Diluted $ (5.99 ) $ 0.68 $ 10.63
Components of Result of Operations
Digital assets sales
Digital assets sales comprise the gross sales proceeds of all digital assets sold by us (or our subsidiaries) as principal for accounting purposes, primarily in connection with customer spot trades on the Bullish Exchange, and the proceeds include both our carrying value of the digital assets sold and any spread and transaction fees we charged that we realize on the transaction. The sales of digital assets on the Bullish Exchange (referred to “on Exchange”) are related to our assets provided through AMMI to foster liquidity. Sales on other trading venues or exchanges or directly with other counterparties including market makers or liquidity providers are referred to “on other venues”).
Cost of digital assets derecognized
Cost of digital assets derecognized represents the fair value of the digital assets at the time of disposal.
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Other revenues
Other revenues primarily include:
● Subscription and services revenue comprised of:
o Liquidity service fees and promotional income, representing revenue earned through collaborative arrangements with digital asset issuers and promoters in connection with marketing campaigns, incentives and other initiatives designed to support adoption and usage of digital assets on the Exchange.
o Subscription-based and data services revenue, including CoinDesk-related revenue streams such as sponsorship, event admission, advertising, indices and data services, and other related fees.
o Interest income and lending-related returns, including interest earned on credit line facilities and margin lending arrangements with third parties, interest earned on customer custodial funds and cash equivalents, and gains recognized on certain digital asset investments upon vesting of interests obtained through early-stage participation with digital asset issuers.
● Transaction income comprised of trading fees where we provide a matching service for customers.
Change in fair value of digital assets held, net
Change in fair value of digital assets held, net relates the net aggregated realized (except otherwise reflected digital assets sales or cost of digital assets derecognized) and unrealized gain or loss across various types of assets and liabilities for which we record period to period fair value changes for purposes of profit and loss (“mark-to-market”) as required or permitted by IFRS.
Net spread related income and change in fair value of perpetual futures on the Exchange
Reflects net spread, funding, and change in fair value of our perpetual futures positions traded on our Exchange for the relevant period.
Change in fair value of investment in financial assets
Change in fair value of investments in financial assets includes realized and unrealized gains and losses on our investments in financial assets e.g. digital assets spot exchange-traded and private funds.
Administrative expenses
Administrative expenses include compensation and benefits (including share-based compensation expense), legal and professional fees and service fees paid to block.one, a related party.
Other expenses
Other expenses include technology and software costs, depreciation, marketing and advertising, event production expenses and custody fees.
Finance expenses
Finance expenses include costs of borrowing digital assets and fiat from customers and counterparties. Borrowed digital assets and fiat are utilized for general corporate purposes as well as in our trading and lending operations. Interest expense on debt includes coupon interest expense, as well as amortization of debt discounts and debt issuance cost.
Change in fair value of derivatives
Change in fair value of derivatives includes the realized and unrealized fair value gains and losses on over-the- counter and exchange-traded derivatives financial instruments.
Change in fair value of financial liability at FVTPL
Change in fair value of financial liabilities at FVTPL primarily includes the net realized and unrealized gains or losses on our borrowings from related parties, excluding any interest paid and changes in fair value attributable to changes in our credit risk.
Revaluation of digital assets held as investments
The revaluation of digital assets held as investments in Other Comprehensive Income (OCI) represents the revaluation gain as a result of the Group’s strategic shift effective January 1, 2024. Previously, digital assets were all classified as inventories under IAS 2 and were used primarily for market-making, with changes in fair value recognized in consolidated statement of profit or loss. Starting in 2024, the Group reclassified certain digital assets not used for market-making as indefinite-life intangible assets using the revaluation model under IAS 38.
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This change aligns with the Group’s focus on long-term investment and capital appreciation. The revaluation in OCI reflects changes in the fair value of these assets, emphasizing their role as long-term investments. This reclassification ensures that financial statements accurately represent the Group’s strategic objectives and financial position, reflecting a business model transformation to manage digital assets for both market- making and investment purposes. As part of this investment strategy, these digital assets are also utilized to provide liquidity to Decentralized Finance (DeFi) protocols in return for yield. This income is recognized within the “revaluation of digital assets held as investments” in OCI, alongside the fair value changes of the underlying digital assets.
Non-controlling interests
Non-controlling interests as of December 31, 2025 reflect the equity interests in BMC1, held by Thomas W. Farley, our Chief Executive Officer, and David W. Bonanno, our Chief Financial Officer, which are subject to time vesting and performance conditions. As of December 31, 2025 and December 31, 2024, with respect to equity interests in BMC1 subject to time vesting and performance conditions, the vested portion represents approximately 3.9% and 0.8%, respectively, of the overall equity in BMC1. Assuming all time vesting and performance conditions are met, Mr. Farley and Mr. Bonanno may exchange their BMC1 Equity for an aggregate of 5,213,528 and 1,861,976 Ordinary Shares, respectively, at any time following the completion of this offering. See “Management — Thomas W. Farley Incentive Unit Grant Agreements and — David W. Bonanno Incentive Unit Grant Agreements” for more information about Mr. Farley’s and Mr. Bonanno’s BMC1 Equity. As of December 31, 2024 there were 233,036 shares of Bullish Global, which represented .2% of the overall equity in Bullish Global, that were issued pursuant to exercise of options granted to a service provider included in non-controlling interests. On July 31, 2025, each of these shares were fully exchanged for 233,036 Class A shares and therefore are no longer reflected in non-controlling interests as of December 31, 2025.
Comparison of the years ended December 31, 2025, 2024, and 2023
Digital asset sales, costs of digital assets derecognized
The following tables summarize the disaggregation of digital assets sales and cost of digital asset derecognized by venues for the years ended December 31, 2025, 2024 and 2023:
Change
Year ended December 31, 2025
2025 2024 $ %
(in thousands) (in thousands)
Digital assets sales:
On the Exchange $ 244,414,963 $ 250,179,460 $ (5,764,497 ) (2 )%
On other venues 396,424 21,822 374,602 1,717 %
$ 244,811,387 $ 250,201,282 $ (5,389,895 ) (2 )%
Cost of digital assets derecognized:
On the Exchange $ 244,336,500 $ 250,082,963 $ (5,746,463 ) 2 %
On other venues 396,587 21,807 374,780 (1,719 )%
$ 244,733,087 $ 250,104,770 $ (5,371,683 ) 2 %
Change
Year ended December 31, 2024
2024 2023 $ %
(in thousands) (in thousands)
Digital assets sales:
On the Exchange $ 250,179,460 $ 115,607,215 $ 134,572,245 116 %
On other venues 21,822 884,944 (863,122 ) (98 )%
$ 250,201,282 $ 116,492,159 $ 133,709,123 115 %
Cost of digital assets derecognized:
On the Exchange $ 250,082,963 $ 115,536,178 $ 134,546,785 (116 )%
On other venues 21,807 883,040 (861,233 ) 98 %
$ 250,104,770 $ 116,419,218 $ 133,685,552 (115 )%
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The decrease in digital asset sales and corresponding decrease in total digital assets derecognized for the year ended December 31, 2025 compared to the year ended December 31, 2024 was substantially attributable to changes in spot trading volume as well as average overall trading spread, both of which were impacted by market volatility during the year.
The increase in digital asset sales and corresponding increase in total digital asset derecognized for the year ended December 31, 2024 compared to the year ended December 31, 2023 was substantially attributable to increases in overall spot trading volume, which was impacted by the appreciation of digital assets prices and increase of our market share, partially offset by a decrease in overall average trading spread, reflecting both our competitive pricing strategies and the decreased volatility in digital asset prices.
Other revenues
Change
Year ended December 31, 2025 2024
2025 2024 2023 $ % $ %
(in thousands) (in thousands) (in thousands)
Other revenues:
Transaction income $ 3,424 $ 2,203 $ 445 $ 1,221 55 % $ 1,758 395 %
Subscription and services revenue 155,517 59,764 14,896 95,753 160 % 44,868 301 %
$ 158,941 $ 61,967 $ 15,341 $ 96,974 156 % $ 46,626 304 %
Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024
The increase in other revenues is attributable to the increase in incentive fee income related to our liquidity services offering and well as increases in other various revenue streams including promotion rewards income, finance income, and return on fund investments, gains on digital asset investments, and growth across all CoinDesk revenue streams.
Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023
The increase in other revenue was primarily related to a full year of revenue contribution related to the CoinDesk acquisition, a higher number of liquidity services provided, and enhanced returns from staking activities and strategic investments in yield-generating products within the cryptocurrency sector.
Change in fair value of perpetual futures, derivatives, investment in financial assets and financial liability at FVTPL
Change
Year ended December 31, 2025 2024
2025 2024 2023 $ % $ %
(in thousands) (in thousands) (in thousands)
Net spread related income and change in fair value of perpetual futures on the Exchange $ (7,179 ) $ (17,139 ) $ (654 ) $ 9,960 58 % $ (16,485 ) 2,521 %
Change in fair value of investment in financial assets $ (36,034 ) $ 29,453 $ 3,671 $ (65,487 ) (222 )% $ 25,782 702 %
Change in fair value of derivatives $ 9,609 $ (12,190 ) $ — $ 21,799 179 % $ (12,190 ) nm
Change in fair value of financial liability at FVTPL $ (20,100 ) $ (43,350 ) $ — $ 23,250 54 % $ (43,350 ) nm
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Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024
The increase in net spread related income and change in fair value of perpetual futures was primarily driven by a fair value of our perpetual futures positions during the year, partially offset by a reduction in perpetual trading fee income.
The decrease in the change in fair value of investment in financial assets was primarily attributable to unfavorable mark-to-market adjustments on the underlying Bitcoin and other financial assets held within the company’s ETF portfolios. These valuation declines reflect broader market volatility impacting the fair value of the Company’s digital asset holdings.
The increase in the change in fair value of derivatives was primarily due to increased activity in the Company’s derivative perpetual positions as well as options hedging activity. This heightened activity is consistent with management’s strategic objective to systematically reduce exposure to non BTC crypto assets. The increase in the change in fair value of financial liabilities at FVTPL was primarily driven by the favorable fair value adjustment of a loan from a related party, offset by the decline of Bitcoin prices during the year and not attributable to changes in our credit risk.
Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023
The decrease in the net spread related income and change in fair value of perpetual futures loss was primarily due to the change in fair value of our perpetual futures positions during the year, offset by an increase in the trading volume of perpetual transactions executed on our Exchange, which enhanced the net spread, fees earned, and funding.
The increase in the fair value gain of investment in financial assets was mainly due to an increase in the number of strategic investments in digital asset funds as a result of higher digital asset prices over the year, partially offset by the decrease in investment income from cash instruments
The increase in the change in fair value of derivatives was primarily due to an increase in the number of over-the-counter and exchange-traded derivative instruments utilized for risk management purposes.
The decrease in the change in fair value of financial liabilities at FVTPL was primarily driven by the fair value adjustment of a loan from a related party, which was influenced by the appreciation of Bitcoin prices during the year and not attributable to changes in our credit risk.
Change in fair value of digital assets held, net
Change
Year ended December 31, 2025 2024
2025 2024 2023 $ % $ %
(in thousands) (in thousands) (in thousands)
Change in fair value of digital assets held, net
Change in fair value of digital asset inventories, arising from purchase of digital assets on the Exchange $ 56,031 $ 71,685 $ 60,605 $ (15,654 ) (22 )% 11,080 18 %
Change in fair value of digital asset inventories and financial assets, net of change in fair value of the payable to customers (208,577 ) 130,733 1,238,819 (339,310 ) (260 )% (1,108,086 ) (89 )%
Change in fair value of loan and other receivables – digital assets (24,994 ) 43,675 53,510 (68,669 ) (157 )% (9,835 ) (18 )%
Change in fair value of digital asset loan payable 15 (14,449 ) (1,102 ) 14,464 (100 )% (13,347 ) 1,211 %
Impairment losses of digital asset held – intangible assets (497,443 ) (24,601 ) — (472,842 ) (1,922 )% (24,601 ) nm
$ (674,968 ) $ 207,043 $ 1,351,832 $ (882,011 ) (426 )% (1,144,789 ) (85 )%
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Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024
The decrease in the change in fair value of digital assets held, net, was primarily attributable to broad digital price depreciation during the year ended December 31, 2025, whereas the year ended December 31, 2024 experienced price appreciation, which is consistent with overall market conditions during the year.
Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023
The decrease in the change in fair value of digital assets held was primarily attributable to two factors:
● The strategic reclassification, effective January 1, 2024, of certain digital asset portfolios from inventory to indefinite-life intangible assets. This reclassification underscores the Group’s focus on long-term investment and capital appreciation, distinct from market-making activities. Consequently, the change in fair value of digital assets classified as intangible assets, totaling US$1,020 million, is now recognized in other comprehensive income within equity thereby reducing the change in fair value of digital assets inventories.
● The net increase in change in fair value of loan and other receivables — digital assets and change in fair value of digital asset loan payable, which is consistent with the net increase in loan and other receivables made and price appreciation of the underlying digital assets in 2024.
Administrative expenses
Changes in administrative expenses are primarily attributable to changes in compensation and benefits and legal and professional fees.
Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024
Change
Year ended December 31, 2025 2024
2025 2024 2023 $ % $ %
(in thousands) (in thousands) (in thousands)
Compensation and benefits $ 133,824 $ 131,653 $ 90,627 $ 2,171 2 % $ 41,026 45 %
Legal and professional fees 48,364 21,466 11,528 26,898 125 % 9,938 86 %
Related party service fees — — 2,056 — nm (2,056 ) (100 )%
$ 182,188 $ 153,119 $ 104,211 $ 29,069 19 % $ 48,908 47 %
Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024
The increase in compensation and benefits for the year ended December 31, 2025 compared to the year ended December 31, 2024 was in line with routine business development and growth.
The increase legal and professional fees for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily driven by:
● Professional fees associated with the Company’s initial public offering; and
● An expansion in contracted services and external consultancy fees, reflecting increased operational requirements to support our growth initiatives.
Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023
The increase in compensation and benefits for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to the acquisition of CoinDesk in November 2023, which resulted in a full year of staff-related costs being recognized in 2024
The increase in legal and professional fees was primarily driven by expenses associated with the Company’s initial public offering and acquisition-related and integration costs associated with business combinations.
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See “Note 8 — Administrative Expenses” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for further details on the Company’s Administrative Expenses.
Other expenses
Change
Year ended December 31, 2025 2024
2025 2024 2023 $ % $ %
(in thousands) (in thousands) (in thousands)
Information technology and software expenses $ 20,408 $ 19,175 $ 19,327 $ 1,233 6 % $ (152 ) (1 )%
Production expenses 8,925 2,371 — 6,554 276 % 2,371 nm
Advertisement and promotion expenses 4,822 3,328 1,728 1,494 45 % 1,600 93 %
Depreciation of property and equipment and right-of-use assets 5,955 6,199 5,423 (244 ) (4 )% 776 14 %
Amortization of intangible assets 2,244 2,348 — (104 ) (4 )% 2,348 nm
Impairment of right-of-use asset — 956 — (956 ) (100 )% 956 nm
Custody fees 1,718 1,687 1,653 31 2 % 34 2 %
Other share-based payment expenses 628 — — 628 nm — nm
Others 15,725 10,015 6,334 5,710 57 % 3,681 58 %
$ 60,425 $ 46,079 $ 34,465 $ 14,346 31 % $ 11,614 34 %
The increase in other expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 and for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflect additional expenses incurred to effect strategic scaling across the business in each of the respective years.
See “Note 9 — Other Expenses” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for further details on the Company’s Other Expenses.
Finance expense
Change
Year ended December 31, 2025 2024
2025 2024 2023 $ % $ %
(in thousands) (in thousands) (in thousands)
Loan interest expenses $ 51,594 $ 37,466 $ 2,174 $ 14,128 38 % $ 35,292 1,623 %
Lease interest expenses 775 1,063 809 (288 ) (27 )% 254 31 %
$ 52,369 $ 38,529 $ 2,983 $ 13,840 36 % $ 35,546 1,192 %
Changes in finance expense are primarily attributable to changes in borrowing costs and financing costs associated with our leases.
Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024
The increase in loan interest expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily driven by a full year of interest expense related to the outstanding loan obligation with SPV KY Limited.
Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023
The increase in loan interest expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily driven by the full-year impact of interest expenses on a loan drawn down from a related party in November 2023. This loan significantly increased our loan balances, resulting in higher finance costs for the year.
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See “Note 10 — Finance Expense” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for a description of the debt agreements outstanding during the applicable periods.
Income tax benefit (expense)
Income tax expense was a benefit of $1 million for the year ending December 31, 2025, and an expense of $5 million and $1 million, for each of the years ended December 31, 2024, and 2023, respectively.
The decrease in income tax expense for the year ended December 31, 2025, compared to the year ended December 31, 2024, is primarily attributable to the effects of different tax rates available to different jurisdictions, partially offset by tax effects on unrecognized tax losses.
The increase in income tax expense for the year ended December 31, 2024, compared to the year ended December 31, 2023, is primarily attributable to the change in unrecognized temporary differences and the effects of different tax rates available to different jurisdictions, partially offset by tax effects on unrecognized tax losses.
See “Note 11 — Income tax benefit (expense)” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for further details on the Company’s income taxation results.
Other comprehensive income/(loss)
Other comprehensive income was $407 million for the year ending December 31, 2025, and $1,003 million and $0 million, for each of the years ended December 31, 2024, and 2023, respectively.
The decrease in total other comprehensive income for the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily attributable to a substantial decrease in the fair value related to digital assets held as investments due to broad digital price depreciation.
The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023, in total other comprehensive income primarily included the revaluation of digital assets held as investments. Starting in 2024, we reclassified certain digital assets not used for market-making as indefinite-life intangible assets under IAS 38. The revaluation in OCI reflects the fair value gain of these digital assets, which is consistent with the rise in digital asset prices during the year.
Liquidity and Capital Resources
We plan to meet our cash needs using our current cash equivalents and stablecoins. If necessary, we may also seek additional debt financing. Our ability to fulfill cash requirements for corporate purposes, working capital, and investments depends on factors such as our growth, customer retention, market acceptance of our products, and overall economic conditions.
In the short term, we will rely on existing cash, digital financial assets, and operational cash flows. For long-term needs, we may consider raising funds through debt financing, though this could result in service obligations and restrictive covenants.
Certain jurisdictions require us to maintain regulatory capital for our operations. While we are optimizing our cash resources to support these operations, we anticipate that these requirements will increase as we pursue our strategic goals.
We believe that our liquidity and capital resources will be sufficient for the foreseeable future.
Cash and Cash Equivalents and restricted cash
See “Note 18 — Restricted Cash” and “Note 19 - Cash and Cash Equivalents” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on our restricted cash, cash and cash equivalents.
Digital Assets held — intangible assets, inventories and financial assets
See “Note 12 — Digital Assets Held” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on digital assets held - intangibles assets, inventories, and financial assets.
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Debt and Convertible Preference Share
See “Note 22 — Borrowings from related parties and Borrowings” and “Note 23 - Digital Assets Loan Payable” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on our debt and convertible preference shares.
Cash Flows
Years ended December 31, 2025, 2024 and 2023
Change
Year ended December 31, 2025 2024
2025 2024 2023 $ % $ %
(in thousands) (in thousands) (in thousands)
Net cash (used in)/provided by operating activities $ 28,632 $ (29,979 ) $ (126,668 ) $ 58,611 196 % $ 96,689 76 %
Net cash provided by/(used in) investing activities 2,104 (45,084 ) 3,924 47,188 105 % (49,008 ) (1,249 )%
Net cash provided by/(used in) financing activities 42,395 (980 ) (1,212,652 ) 43,375 4,426 % 1,211,672 100 %
Net increase/(decrease) in cash and cash equivalents, customer segregated cash and restricted cash $ 73,131 $ (76,043 ) $ (1,335,396 ) 149,174 196 % 1,259,353 94 %
Customer segregated cash $ 20,044 $ 6,382 $ 62 $ (13,662 ) (214 )% $ (6,320 ) (10,194 )%
Cash Flows (Used in) / Provided by Operating Activities
Cash flows from operating activities reflect cash generated from our exchange operations and service-based businesses, including trading activity, subscription and data services, and other operating activities, as well as changes in working capital balances.
Cash provided by operating activities for the year ended December 31, 2025 increased compared to the year ended December 31, 2024. The increase was primarily driven by higher operating activity across the Exchange and CoinDesk businesses, including the introduction and growth of subscription, services and other revenue streams in 2025. These revenues represent recurring cash-generating activities and contributed to increased operating cash inflows during the year. Operating cash flows were also affected by timing differences in the settlement of receivables and payables arising from exchange operations and other working capital movements.
Cash used in operating activities for the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily reflecting lower operating cash outflows and changes in working capital balances compared to the prior year.
Cash Flows Provided by / (Used in) Investing Activities
Cash flows from investing activities primarily reflect investments in financial assets, transactions involving digital assets held as intangible assets, and expenditures related to intangible assets.
Cash provided by investing activities for the year ended December 31, 2025 increased compared to the year ended December 31, 2024, primarily driven by higher proceeds from investments in financial assets and the disposal of digital assets held as intangible assets. These inflows were partially offset by prepayments related to intangible assets.
Cash used in investing activities for the year ended December 31, 2024 increased compared to the year ended December 31, 2023, primarily reflecting increased purchases of financial assets and prepayments related to intangible assets during the period.
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Cash Flows Provided by / (Used in) Financing Activities
Cash flows from financing activities reflect changes in the Company’s capital structure, including borrowings, repayments of borrowings, issuance of ordinary shares and other equity transactions.
Cash provided by financing activities for the year ended December 31, 2025 increased compared to the year ended December 31, 2024, primarily due to proceeds from borrowings and the issuance of ordinary shares, partially offset by repayments of borrowings.
Cash used in financing activities for the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily reflecting lower repayments of convertible redeemable preference shares and dividends paid compared to the prior year.
Capital Expenditures
Our capital expenditures for the last three years, which principally consisted of computer and office equipment, furniture & fixtures, leasehold improvements, and a new office building. Our capital expenditures were $8.1 million, $0.4 million, and $1.2 million in 2025, 2024, and 2023, respectively. We intend to fund our future capital expenditures with our existing cash balance. We will continue to incur capital expenditures as needed to meet the expected growth of our business.
Contractual Obligations
See “Note 26 — Financial Risk Management” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on our contractual obligations.
Commitments and contingencies
See “Note 31 — Commitments and contingencies” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on our commitments and contingencies.
Off-Balance Sheet Arrangements
As of December 31, 2025, December 31, 2024, December 31, 2023 and December 31, 2022, we did not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Research and development, patents and licenses, etc
See “Item 4. Information on the Company” in this Annual Report on Form 20-F for an overview of our intellectual property and licenses.
Trend information
See “Item 3. Risk Factors,” “Item 4. Information on the Company,” and elsewhere in this “Item 5. Operating and Financial Review and Prospects” for information regarding the material risks, business developments and strategies, factors, and trends that are most likely to affect our business and results of operations through 2025.
Critical Accounting Estimates
See “Note 3 — Critical accounting judgments and key sources of estimation uncertainty” included in this Annual Report on Form 20-F for a listing of our critical accounting estimates assumptions, and judgments that we believe to have the most significant impact on our consolidated financial statements.
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