Winklevoss Capital boosts Gemini Space (GEMI) stake with $100M share purchase

Rhea-AI Filing Summary

Gemini Space Station, Inc. reported that Winklevoss Capital Fund, LLC (WCF) acquired 7,142,857 shares of its Class A common stock in a private placement. WCF paid $14 per share, providing $100 million in proceeds to Gemini Space Station.

Cameron Winklevoss and Tyler Winklevoss are co-founders and principals of WCF and, through their management roles, share voting and dispositive control over the shares held by WCF. They may be deemed beneficial owners of these securities but each disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

Equity capital markets analyst

Winklevoss fund injects $100M into Gemini Space via private placement.

Winklevoss Capital Fund, LLC purchased 7,142,857 Class A shares of Gemini Space Station at $14 per share in a private placement, for total proceeds of $100 million to the company. This is a primary capital raise rather than an open-market trade.

The Form 4 classifies the move as a grant/award-type acquisition, but the footnote clearly describes a negotiated purchase from the issuer. WCF now holds 7,142,857 shares after the transaction, consolidating a sizable position aligned with the issuer’s financing.

Cameron and Tyler Winklevoss, as principals of WCF’s managing entity, share voting and dispositive control and may be deemed beneficial owners, while disclaiming ownership beyond their pecuniary interests. The filing highlights insider-aligned capital support; actual valuation impact depends on how Gemini Space deploys the $100 million raised.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Winklevoss Capital Fund, LLC, Winklevoss Cameron Howard, Winklevoss Tyler Howard

Role null | null | null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	7,142,857	$14.00	$100.00M

Holdings After Transaction: Class A Common Stock — 7,142,857 shares (Direct, null)

Footnotes (1)

1. On May 14, 2026, Winklevoss Capital Fund, LLC ("WCF") purchased from the Issuer, in a private placement, 7,142,857 shares of Class A Common Stock, at a price of $14 per share, for aggregate proceeds to the Issuer of $100 million. Messrs. Tyler Winklevoss and Cameron Winklevoss are the Co-Founders and Principals of WCF, as well as the Managers of the managing entity of WCF, and exercise shared voting and dispositive control over the shares held by WCF. As a result, each of Messrs. Tyler Winklevoss and Cameron Winklevoss may be deemed the beneficial owner of the securities beneficially owned by WCF and disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein.

Key Figures

Shares acquired: 7,142,857 shares Purchase price: $14 per share Proceeds to issuer: $100 million +1 more

4 metrics

Shares acquired 7,142,857 shares Class A Common Stock acquired by WCF on May 14, 2026

Purchase price $14 per share Private placement price paid by WCF

Proceeds to issuer $100 million Aggregate proceeds Gemini Space Station received from WCF

Post-transaction holdings 7,142,857 shares Total Class A shares held by WCF after acquisition

Key Terms

private placement, beneficial owner, pecuniary interest, voting and dispositive control

4 terms

private placement financial

"purchased from the Issuer, in a private placement, 7,142,857 shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

beneficial owner financial

"may be deemed the beneficial owner of the securities beneficially owned by WCF"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein"

voting and dispositive control financial

"exercise shared voting and dispositive control over the shares held by WCF"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Winklevoss Capital Fund, LLC

(Last) (First) (Middle)

FARMERS BANK BUILDING

301 N. MARKET STREET, SUITE 1463

(Street)

WILMINGTON DELAWARE 19801

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Gemini Space Station, Inc. [ GEMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/14/2026		A		7,142,857(1)	A	$14	7,142,857	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Winklevoss Capital Fund, LLC

(Last) (First) (Middle)

FARMERS BANK BUILDING

301 N. MARKET STREET, SUITE 1463

(Street)

WILMINGTON DELAWARE 19801

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Winklevoss Cameron Howard

(Last) (First) (Middle)

600 THIRD AVENUE

2ND FLOOR

(Street)

NEW YORK NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Winklevoss Tyler Howard

(Last) (First) (Middle)

600 THIRD AVENUE 2ND FLOOR

(Street)

NEW YORK NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On May 14, 2026, Winklevoss Capital Fund, LLC ("WCF") purchased from the Issuer, in a private placement, 7,142,857 shares of Class A Common Stock, at a price of $14 per share, for aggregate proceeds to the Issuer of $100 million.

2. Messrs. Tyler Winklevoss and Cameron Winklevoss are the Co-Founders and Principals of WCF, as well as the Managers of the managing entity of WCF, and exercise shared voting and dispositive control over the shares held by WCF. As a result, each of Messrs. Tyler Winklevoss and Cameron Winklevoss may be deemed the beneficial owner of the securities beneficially owned by WCF and disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein.

	Winklevoss Capital Fund, LLC, By Winklevoss Capital Management, LLC, Its Manager, By /s/ Cameron H. Winklevoss, Manager	05/18/2026
	/s/ Cameron H. Winklevoss	05/18/2026
	/s/ Tyler H. Winklevoss	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Winklevoss Capital report in Gemini Space Station (GEMI)?

Winklevoss Capital Fund, LLC acquired 7,142,857 GEMI Class A shares. The fund purchased the shares directly from Gemini Space Station in a private placement at $14 per share, reflecting a significant insider-aligned investment position in the company’s common stock.

How much capital did Gemini Space Station (GEMI) receive from the Winklevoss transaction?

Gemini Space Station received $100 million in proceeds. Winklevoss Capital Fund, LLC purchased 7,142,857 Class A common shares at $14 per share in a private placement, providing $100 million in cash directly to the issuer.

At what price did Winklevoss Capital Fund buy Gemini Space Station (GEMI) shares?

The purchase price was $14 per GEMI Class A share. Winklevoss Capital Fund, LLC bought 7,142,857 shares from Gemini Space Station in a private placement, resulting in total consideration of $100 million to the company.

How many Gemini Space Station (GEMI) shares does Winklevoss Capital hold after the transaction?

Winklevoss Capital Fund holds 7,142,857 GEMI shares after the deal. The Form 4 shows this total as the fund’s direct ownership following its private placement purchase of Class A common stock from the issuer.

What is Cameron and Tyler Winklevoss’ relationship to Winklevoss Capital’s GEMI holdings?

Cameron and Tyler Winklevoss control the entity holding GEMI shares. As co-founders and principals of Winklevoss Capital Fund’s managing entity, they share voting and dispositive control and may be deemed beneficial owners, while disclaiming ownership beyond their pecuniary interests.