SEC v. Gemini Trust Company, LLC, Genesis Global Capital, LLC — U.S. Securities and Exchange Commission Litigation Release No. 26465, dated January 23, 2026.
The SEC has dismissed its civil enforcement action against Gemini Trust Company, LLC. This decision was made in the SEC's discretion, acknowledging Gemini's full return of crypto assets to its Earn program investors and related state regulatory settlements. The dismissal does not set a precedent for other ongoing cases.
In Plain English
Imagine you lent your favorite toy to a friend to lend to another friend, and they promised to pay you back with extra toys. But then, the second friend couldn't give the toys back. The SEC stepped in. Now, the first friend (Gemini) has managed to get all the original toys back for everyone, so the SEC is dropping its case against them. This doesn't mean the other friend (Genesis) is off the hook, and it doesn't affect other similar situations.
Disclaimer: all facts are drawn from the SEC's own filings; the claims described are allegations unless and until a court rules or the parties settle, and some cases end in dismissal.
How the Alleged Scheme Worked
- The Gemini Earn Program Launch Between February 2021 and November 2022, Genesis Global Capital, LLC ('Genesis') and Gemini Trust Company, LLC ('Gemini') collaborated to offer an investment opportunity called the 'Gemini Earn' program to U.S. retail investors.
- Investor Participation To join, investors had to enter into a 'Gemini Earn Agreement.' Through this agreement, investors would tender their crypto assets to Genesis, with Gemini acting as the agent for the issuance of these agreements.
- Genesis's Role Genesis received, pooled, and deployed the crypto assets from Gemini Earn investors. Genesis promised to pay interest on these assets to investors, generating revenue by lending these pooled assets to institutional counterparties at a higher rate than it paid out.
- Gemini's Role Gemini marketed the Gemini Earn program through social media and its website, touting the high interest rates. It also provided retail investors with access to Genesis, which typically dealt with institutional clients, and received an 'Agent Fee' from the interest payments before distributing the remainder to investors.
- Unregistered Securities Offering The SEC alleged that the 'Genesis Earn Agreements,' as offered through the Gemini Earn program, constituted securities. Genesis and Gemini offered and sold these agreements without registering them with the SEC, as required by federal securities laws.
- Lack of Disclosure By not registering the offering, Genesis and Gemini allegedly deprived investors of material information that would typically be available in a registered offering, instead providing only selective and inadequate disclosures.
- Liquidity Crisis In November 2022, following volatility in the crypto asset market, Genesis announced it would halt withdrawals for Gemini Earn investors due to liquidity issues. At that time, Genesis held approximately $900 million in investor assets from about 340,000 Gemini Earn investors.
- Investor Harm As a result of Genesis's inability to process withdrawals, U.S. retail investors in the Gemini Earn program suffered significant harm, being unable to access their crypto assets.
The Enforcement Action
The Securities and Exchange Commission (SEC) announced the dismissal, with prejudice, of its ongoing civil enforcement action against Gemini Trust Company, LLC. This decision, made in the SEC's discretion, considered the 100 percent in-kind return of Gemini Earn investors' crypto assets and state and regulatory settlements involving Gemini. The SEC noted that this dismissal does not reflect its position on any other case.
Named in this action: Gemini Trust Company, LLC, Genesis Global Capital, LLC.