As filed with the Securities and Exchange
Commission on October 21, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Gemini Space
Station, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
33-3263417 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
| |
|
| 600 Third Avenue, 2nd
Floor, New York, NY1 |
100161 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Gemini Space Station, Inc. 2025 Omnibus Incentive
Plan
Gemini Space Station, Inc. 2025 Employee Stock Purchase Plan
(Full title of the plans)
CT Corporation System
701 S Carson St, Ste 200
Carson City, Nevada 89701
(Name and address of agent for service)
(755) 888-4070
(Telephone number, including area code, of agent for service)
Copies to:
|
Ryan J. Dzierniejko
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000 |
Tyler Meade
Chief Legal Officer
Gemini Space Station, Inc.
600 Third Avenue, 2nd Floor
New York, NY 10016
(616) 751-4401 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
| |
Emerging growth company |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
1 We use this address for receiving
mail and correspondence to our principal executive office located in New York, NY.
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (this
“Registration Statement”) is being filed for the purpose of increasing the number of securities of the same class as
other securities for which a registration statement of Gemini Space Station, Inc. (the “Registrant”) on Form S-8 relating
to the same employee benefit plans is effective. The Registrant previously registered shares of its Class A common stock, par value
$0.001 per share, for issuance under the Gemini Space Station, Inc. 2025 Omnibus Incentive Plan and the Gemini Space Station, Inc. 2025
Employee Stock Purchase Plan under a Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the
“SEC”) on September 11, 2025 (File No. 333-290199) (the “Previous Registration Statement”).
Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference herein the contents of the Previous
Registration Statement, and hereby deems the contents of the Previous Registration Statement to be a part of this Registration Statement,
in each case except as supplemented, amended or superseded by the information set forth below herein. In accordance with the instructional
note of Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are
filed herewith or incorporated herein by reference.
|
Exhibit
Number |
|
Description |
|
| 4.1 |
|
Amended and Restated Articles of Incorporation of Gemini Space Station, Inc. (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K (File No. 001-42836), filed with the SEC on September 15, 2025). |
| 4.2 |
|
Amended and Restated Bylaws of Gemini Space Station, Inc. (incorporated by reference to Exhibit 3.2 filed with the Company’s Current Report on Form 8-K (File No. 001-42836), filed with the SEC on September 15, 2025). |
| 4.3 |
|
Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 filed with the Company’s Registration Statement on Form S-1 (File No. 333-289665), filed with the SEC on August 15, 2025). |
| 5.1* |
|
Opinion of Brownstein Hyatt Farber Schreck, LLP. |
| 23.1* |
|
Consent of Deloitte & Touche LLP, as to Gemini Space Station, LLC. |
| 23.2* |
|
Consent of Deloitte & Touche LLP, as to Gemini Space Station, Inc. |
| 23.3* |
|
Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1). |
| 24.1* |
|
Power of Attorney (included on the signature page of this Registration Statement). |
| 99.1 |
|
Gemini Space Station, Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 filed with the Company’s Registration Statement on Form S-1 (File No. 333-289665), filed with the SEC on September 2, 2025). |
| 99.2 |
|
Gemini Space Station, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.14 filed with the Company’s Registration Statement on Form S-1 (File No. 333-289665), filed with the SEC on September 2, 2025). |
| 107* |
|
Filing Fee Table. |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on October 21, 2025.
| |
GEMINI SPACE STATION, INC. |
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By: |
/s/ Tyler Winklevoss |
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Name: |
Tyler Winklevoss |
| |
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Title: |
Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Tyler Winklevoss and Dan Chen and each of them, individually, as attorneys-in-fact with full power
of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments
which said attorneys and agents may deem necessary or desirable to enable the Registrant to comply with the Securities Act, and any rules,
regulations and requirements of the Securities and Exchange Commission thereunder, including, without limitation, the power and authority
to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-8, or the Registration
Statement, to be filed with the Securities and Exchange Commission, to any and all amendments or supplements to such Registration Statement,
whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration
Statement filed pursuant to Rule 462 under the Securities Act, and to any and all instruments or documents filed as part of or in connection
with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date
of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorneys and agents shall do or
cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
Title |
Date |
|
/s/ Tyler Winklevoss |
Co-Founder, Chief Executive Officer, |
October 21, 2025 |
| Tyler Winklevoss |
and Director (Principal Executive Officer) |
|
|
/s/ Cameron Winklevoss |
Co-Founder, President, and Director |
October 21, 2025 |
| Cameron Winklevoss |
|
|
|
/s/ Dan Chen |
Chief Financial Officer (Principal Financial |
October 21, 2025 |
| Dan Chen |
Officer and Principal Accounting Officer) |
|
|
/s/ Marshall
Beard |
Chief Operating Officer and Director |
October 21, 2025 |
| Marshall Beard |
|
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/s/ Sachin Jaitly |
Director |
October 21, 2025 |
| Sachin Jaitly |
|
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/s/ Jonathan
Durham |
Director |
October 21, 2025 |
| Jonathan Durham |
|
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|
/s/ James Esposito |
Director |
October 21, 2025 |
| James Esposito |
|
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|
/s/ Maria Filipakis |
Director |
October 21, 2025 |
| Maria Filipakis |
|
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