Gemini Space Station, Inc. SEC Filings

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.

Gemini Space Station, Inc. received a major investment from Winklevoss-affiliated entities, which now report beneficial ownership of 82,269,641 Class A shares (including convertible Class B shares), representing 65.1% of the Class A common stock on an as-converted basis.

On May 14, 2026, Winklevoss Capital Fund, LLC bought 7,142,857 Class A shares in a private placement at $14 per share, providing the company with $100 million of proceeds paid in approximately 1,258 Bitcoin. Earlier, at the IPO, large amounts of debt and equity interests were exchanged for 75,085,013 Class B shares.

The filing also describes a registration rights agreement and an amendment giving Winklevoss Capital Fund’s shares demand, piggyback and shelf registration rights and lowering the minimum anticipated proceeds for a Form S-3 demand registration from $75.0 million to $50.0 million.

Gemini Space Station, Inc. reported total revenue of $50,272 thousand for the three months ended March 31, 2026, primarily from crypto trading, credit card, staking, and custodial services. The company recorded a net loss of $108,978 thousand as operating expenses and crypto-related fair value losses exceeded revenue.

Cash and cash equivalents were $215,623 thousand as of March 31, 2026, with crypto assets held at fair value of $271,956 thousand. Net cash used in operating activities was $54,432 thousand, while investing activities provided $22,195 thousand and financing activities used $59,467 thousand.

During the quarter, Gemini initiated a restructuring, winding down operations in the United Kingdom, European Union, other European jurisdictions, and Australia, and reducing headcount by about 200 employees. It recorded $7,866 thousand of restructuring charges, mainly severance and lease-related costs, and recognized a $7,100 thousand net benefit from stock-based compensation forfeitures tied to the restructuring.

Gemini Space Station, Inc. entered into a private placement and reported first-quarter 2026 results. The company sold 7,142,857 Class A shares to Winklevoss Capital Fund, LLC at $14.00 per share, receiving a $100.0 million strategic investment funded in Bitcoin.

In Q1 2026, total revenue rose 42% year-over-year to $50.3 million, driven by services and OTC growth, while net loss narrowed to $(109.0) million. Monthly Transacting Users increased 17% to 589,000 and Assets on Platform were $11.1 billion. Gemini also highlighted its new Derivatives Clearing Organization license and traction in prediction markets and agentic trading.

Gemini Space Station, Inc. Schedule 13G/A amendment discloses that Morgan Creek Private Opportunities, LLC Series M, Morgan Creek Digital Fund III and Mark W. Yusko collectively report beneficial ownership of 2,152,262 shares for Mr. Yusko and aggregate 4.8% of Class A common stock. The filing states the 4.8% figure is calculated using 44,858,608 shares issued and outstanding as of March 30, 2026. The cover pages list shared voting and dispositive power of 1,687,982 (MCPO) and 464,280 (MCDF). The Amendment is described as the final amendment and an exit filing by the Reporting Persons.

Gemini Space Station, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on June 15, 2026, at 12:00 p.m. Eastern Time. Investors will elect six directors for one-year terms and consider ratifying Deloitte & Touche LLP as independent auditor for 2026.

As of April 20, 2026, Gemini had 43,999,845 Class A shares with one vote each and 75,126,784 Class B shares with ten votes each, voting together as a single class. Winklevoss Capital Fund LLC holds all Class B shares, giving Tyler and Cameron Winklevoss about 94.5% of total voting power and “controlled company” status under Nasdaq rules.

The proxy details board structure, committee composition and independence, a non‑employee director compensation program built around a $75,000 annual cash retainer plus equity grants, and extensive executive pay. In 2025, each of Tyler and Cameron Winklevoss received a $1 salary and a large performance‑based option award, while former executives Dan Chen, Marshall Beard and Tyler Meade received significant cash salaries and stock or option grants tied to Gemini’s 2025 IPO and long‑term incentives.

Stojanovic Danijela reported acquisition or exercise transactions in this Form 4 filing.

Gemini Space Station, Inc. reported that Interim CFO Danijela Stojanovic received a grant of 25,559 restricted stock units (RSUs) of Class A common stock. The RSUs will vest over two years in substantially equal quarterly installments starting after the first quarterly vesting date following the vesting commencement date of February 20, 2026, subject to her continuous service. Each RSU represents a contingent right to receive one share of Class A common stock, bringing her direct holdings to 193,548 shares after this award.

Gemini Space Station, Inc. (GEMI) describes a crypto-focused financial platform spanning exchange, custody, staking, stablecoin, credit card, derivatives, and a new CFTC-regulated prediction markets business. The company emphasizes heavy licensing, security certifications, and crypto-native technology as core differentiators.

As of December 31, 2025, Gemini served users in more than 60 countries but plans to exit the U.K., E.U. and Australia to refocus on the U.S. The filing highlights revenue concentration in bitcoin, ether and solana trading, as well as growing products like Gemini Staking, GUSD stablecoin and the Gemini Credit Card®.

Management stresses extensive regulatory exposure across securities, commodities, payments, AML, sanctions, consumer protection, credit cards and prediction markets rules, calling out substantial uncertainty around when digital assets are treated as securities or commodities. Key risks include crypto price volatility, evolving regulation, intense competition from both regulated and offshore players, technology and security threats, and ongoing litigation and enforcement exposure.