GEMINI SPACE STA INC SEC Filings

Gemini Space Station, Inc. (GEMI) insider report: Chief Financial Officer Daniel N. Chen was granted 535,714 restricted stock units (RSUs) on 09/11/2025. Each RSU converts to one share of Class A common stock and the award was reported with a $0 price. The RSUs vest over six years from a March 17, 2025 commencement date, with a one-year cliff vesting of one-sixth, then quarterly vesting of the remaining units. The Form 4 was signed by an attorney-in-fact on 09/15/2025.

Tyler Meade Roberts, Chief Legal Officer of Gemini Space Station, Inc. (GEMI), reported multiple equity transactions tied to the company's IPO and related reorganizations. The Form 4 shows grants and conversions of Class A common stock and stock options that increased his direct holdings to 1,223,518 shares after certain transfers and a secondary sale.

The filing records: vested settlement of 3,964 RSUs; grants of 214,285 and 637,022 RSUs (with staggered vesting schedules); conversion of 632,106 shares from incentive units (including 432,639 restricted shares); a sale of 199,463 shares at $26.25 in the secondary offering; and a transfer of 64,396 shares to family trusts. A 214,285-option grant at $28 strike vests over four years.

Gemini Space Station, Inc. (GEMI) director Maria Filipakis reported two equity grants tied to the company’s recent IPO and service-based compensation. On 09/11/2025 she was granted 7,142 restricted stock units (RSUs) that vest in full on the first anniversary of the grant, subject to continuous service; each RSU converts into one share of Class A common stock. On 09/15/2025 she received 8,910 Class A shares in exchange for incentive profits interest units in Gemini Astronaut Corps, LLC, of which 5,513 shares are restricted and unvested. Following these transactions her reported beneficial ownership of Class A common stock is 16,052 shares.

James Anthony Esposito, a director of Gemini Space Station, Inc. (GEMI), was granted 7,142 restricted stock units (RSUs) on 09/11/2025. Each RSU represents a contingent right to receive one share of Class A common stock. The RSUs vest in full on the first anniversary of the grant date, subject to the reporting person's continuous service through that date. Following the grant, the reporting person beneficially owns 7,142 shares of Class A common stock. The Form 4 was signed on 09/15/2025 by an attorney-in-fact.

Gemini Space Station director Jonathan B. Durham reported acquisitions on 09/11/2025 that increased his direct holdings to 79,265 shares of Class A common stock. The filing shows a grant of 7,142 restricted stock units (RSUs) that vest in full on the first anniversary of the grant date, subject to continued service; each RSU converts to one share upon vesting. It also discloses receipt of 72,123 Class A shares issued in connection with the issuer's initial public offering in exchange for Durham's incentive profits interest units in Gemini Astronaut Corps, LLC. The Form 4 was signed by an attorney-in-fact on 09/15/2025.

Gemini Space Station, Inc. is seeking to raise capital in an initial public offering of 16,666,667 shares of Class A common stock, with an expected price range of $24.00 to $26.00 per share and an anticipated Nasdaq Global Select listing under the ticker GEMI. Nasdaq, Inc. has agreed to a concurrent private placement to buy $50 million of Class A shares immediately following the offering.

The company operates a crypto exchange and custody platform with approximately 549,000 monthly transacting users, ~10,000 institutional customers, $21 billion of assets on platform, and over $285 billion in lifetime trading volume as of July 31, 2025. Financially, total revenue for 2024 was $142.2 million with a net loss of $(158.5) million and Adjusted EBITDA of $(13.2) million; for the six months ended June 30, 2025 revenue was $68.6 million with a net loss of $(282.5) million and Adjusted EBITDA of $(113.5) million.

After the offering and concurrent private placement, the founders will retain control through Class B shares representing 94.5% of combined voting power, and the company will qualify as a controlled company and an emerging growth company under SEC/Nasdaq rules.

Gemini Space Station, Inc. is filing an amended S-1 for an initial public offering of 16,666,667 Class A shares, with an anticipated price range of $24.00 to $26.00 per share and Nasdaq listing under the ticker GEMI. Upon closing and a concurrent $50 million private placement to Nasdaq, Inc., the company will have dual-class stock: Class A (one vote) and Class B (ten votes). The Founders, Cameron and Tyler Winklevoss, will retain 94.5% of combined voting power, making Gemini a controlled company. Key operating figures as of July 31, 2025 include approximately 549,000 MTUs, ~$21 billion assets on platform, and over $285 billion lifetime trading volume. Financials: 2024 total revenue was $142.2 million with net loss of $(158.5) million and Adjusted EBITDA of $(13.2) million; six months ended June 30, 2025 revenue was $68.6 million with net loss of $(282.5) million and Adjusted EBITDA of $(113.5) million. The prospectus discloses material risks including industry volatility, regulatory uncertainty, concentration of trading in bitcoin/ether/solana, operational/custody risks, competition, and related-party financings. The company intends to use net proceeds for general corporate purposes, product development, capex, and potential debt repayment.

Gemini Space Station, Inc. is filing an amended S-1 to register an initial public offering of 16,666,667 shares of Class A common stock, with an expected price range of $17.00 to $19.00 per share and a Nasdaq listing under the symbol GEMI. Nasdaq, Inc. has agreed to a concurrent private placement to purchase $50 million of Class A stock at the IPO price less underwriting discounts and commissions, subject to closing conditions.

The company reports total revenue of $142.2 million for 2024 with a net loss of $(158.5) million and Adjusted EBITDA of $(13.2) million. For the six months ended June 30, 2025, revenue was $68.6 million, net loss $(282.5) million, and Adjusted EBITDA $(113.5) million. Operational scale metrics as of July 31, 2025 include approximately 549,000 monthly transacting users, ~10,000 institutions, $21 billion assets on platform, and cumulative trading volume of $285 billion.

After the offering and concurrent private placement, the founders (Cameron and Tyler Winklevoss and affiliates) will hold a controlling voting stake representing 94.3% of combined voting power, and the company will qualify as an emerging growth company. The prospectus highlights material risks tied to crypto market adoption, revenue concentration in transaction fees, regulatory uncertainty, operational security, third-party dependencies, and potential litigation.

Gemini Space Station, Inc. filed an amendment to its Form S-1 registering 16,666,667 shares of Class A common stock in an initial public offering with an expected price range of $17.00 to $19.00 per share and Nasdaq listing under the symbol "GEMI." Upon completion, two classes of stock will exist: Class A (one vote per share) and Class B (ten votes per share). Founders Cameron and Tyler Winklevoss and affiliates will hold Class B stock that represents 94.7% of combined voting power, making the company a controlled company. As of July 31, 2025, Gemini reported ~549,000 monthly transacting users, ~$21 billion of assets on platform, $285 billion lifetime trading volume, total 2024 revenue of $142.2 million, net loss of $(158.5) million in 2024, and Adjusted EBITDA of $(13.2) million. The prospectus estimates net IPO proceeds of approximately $272.3 million at an $18.00 assumed price, to be used for general corporate purposes.