Morgan Creek Reports 6.3% Stake in Gemini Space Station (GEMI)

Schedule 13G filing by Morgan Creek entities and Mark W. Yusko reporting holdings in Gemini Space Station, Inc. (Class A common stock).

Rhea-AI Filing Summary

Schedule 13G filing by Morgan Creek entities and Mark W. Yusko reporting holdings in Gemini Space Station, Inc. (Class A common stock). The filers report beneficial ownership aggregated to 2,649,999 shares, representing approximately 6.3% of the 42,257,114 shares of Class A common stock outstanding as of September 15, 2025. Individual holdings reported include 2,185,719 shares (Morgan Creek Private Opportunities, Series M--Gemini) and 464,280 shares (Morgan Creek Digital Fund III, LP); Mr. Yusko is shown with shared voting and dispositive power over 2,649,999 shares. The filing states the shares were not acquired to change or influence control and includes powers of attorney and a joint filing agreement.

Positive

• Aggregated beneficial ownership of 2,649,999 shares (~6.3% of outstanding Class A shares)
• Filing explicitly states no intent to change or influence control
• Includes formal documentation (powers of attorney and joint filing agreement)

Negative

• None.

Insights

Securities Analyst

TL;DR: Filers disclose a combined >5% stake (6.3%), a material passive ownership position requiring disclosure but not framed as a control bid.

The Schedule 13G shows Morgan Creek-affiliated entities plus Mark W. Yusko holding an aggregate 2,649,999 shares, or ~6.3% of Class A stock. That crosses the 5% reporting threshold and must be public for market transparency. The filing consistently reports shared voting and dispositive power and expressly disclaims intent to influence control. For investors, the key metric is the 6.3% position size relative to the 42.26 million share base; the filing does not indicate any planned activist actions or transaction plans.

Corporate Governance Expert

TL;DR: Disclosure aligns with passive investor reporting; governance impact appears limited absent further coordinated actions.

The document identifies ownership structure and the chain of managerial relationships tying Mr. Yusko to the reporting entities, clarifying control channels and disclaimers of beneficial ownership to the extent of pecuniary interest. Exhibits list powers of attorney and a joint filing agreement, which formalize the joint filing but do not change the stated passive nature. Material governance implications would require additional filings or statements; none are present here.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in GEMI does Morgan Creek report on the Schedule 13G?

The filers report an aggregate of 2,649,999 shares, representing approximately 6.3% of GEMI's Class A common stock outstanding as of September 15, 2025.

Which Morgan Creek entities are reported on the GEMI Schedule 13G?

Morgan Creek Private Opportunities, LLC Series M--Gemini and Morgan Creek Digital Fund III, LP are the reporting entities, alongside individual filer Mark W. Yusko.

Does the Schedule 13G indicate an intent to influence control of Gemini Space Station, Inc. (GEMI)?

No. The certification in the filing states the securities were not acquired and are not held to change or influence control of the issuer.

How is the 6.3% ownership calculated in the filing?

The percent is based on 42,257,114 shares of Class A common stock outstanding as reported in the issuer's prospectus dated September 11, 2025.

Who signed the Schedule 13G for Morgan Creek and when?

All signatures are by Mark Yusko as authorized signatory, dated 09/22/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/22/2025 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

GEMINI SPACE STATION, INC.

(Name of Issuer)

Class A common stock, $0.001 par value per share

(Title of Class of Securities)

36866J105

(CUSIP Number)

09/15/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 36866J105

1

Names of Reporting Persons

Morgan Creek Private Opportunities, LLC Series M - Gemini

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,185,719.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,185,719.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,185,719.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) Percent of class based on 42,257,114 shares of Class A common stock, par value $0.001 per share ("Class A Common Stock"), issued and outstanding as of September 15, 2025, as reported in the Issuer's Rule 424(b)(4) prospectus dated September 11, 2025 (File No. 333-289665).

SCHEDULE 13G

CUSIP No. 36866J105

1

Names of Reporting Persons

Morgan Creek Digital Fund III, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 464,280.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 464,280.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

464,280.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.1 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: (1) Percent of class based on 42,257,114 shares of Class A Common Stock issued and outstanding as of September 15, 2025, as reported in the Issuer's Rule 424(b)(4) prospectus dated September 11, 2025 (File No. 333-289665).

SCHEDULE 13G

CUSIP No. 36866J105

1

Names of Reporting Persons

Mark W. Yusko

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,649,999.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,649,999.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,649,999.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Percent of class based on 42,257,114 shares of Class A Common Stock issued and outstanding as of September 15, 2025, as reported in the Issuer's Rule 424(b)(4) prospectus dated September 11, 2025 (File No. 333-289665).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GEMINI SPACE STATION, INC.
(b)	Address of issuer's principal executive offices: 600 Third Avenue, 2nd Floor, New York, NY, 10016.
Item 2.
(a)	Name of person filing: (i) Morgan Creek Private Opportunities, LLC Series M--Gemini, a Delaware limited liability company ("MCPO"). (ii) Morgan Creek Digital Fund III, LP, a Delaware limited partnership ("MCDF"). (iii) Mark W. Yusko.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 301 W. Barbee Chapel Road, Suite 200, Chapel Hill, NC 27517.
(c)	Citizenship: Mark W. Yusko is a citizen of the United States of America. MCPO is a limited liability company organized under the laws of the State of Delaware. MCDF is a limited partnership organized under the laws of the State of Delaware.
(d)	Title of class of securities: Class A common stock, $0.001 par value per share
(e)	CUSIP No.: 36866J105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Each Reporting Person's beneficial ownership of the Issuer's Class A Common Stock as of the date of this statement is reflected on that Reporting Person's cover page. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 2,649,999 shares of the Issuer's Class A Common Stock, representing approximately 6.3% of the 42,257,114 shares of the Issuer's Class A Common Stock outstanding as of September 15, 2025, as reported in the Issuer's Rule 424(b)(4) prospectus dated September 11, 2025 (File No. 333-289665). Mark W. Yusko is the Manager of MCCM Group LLC, which is the Manager of Morgan Creek Capital Management LLC, which is the sole member in Morgan Creek Capital Partners, LLC, which is the Managing Member of Morgan Creek Private Opportunities, LLC Series M--Gemini. Mr. Yusko is also the Manager of Morgan Creek Digital, LLC, which is the General Partner of Morgan Creek Digital Fund III LP. Mr. Yusko disclaims beneficial ownership of the shares held by the foregoing entities, except to the extent of his pecuniary interest in such shares.
(b)	Percent of class: The information set forth in Item 4(a) of this Amendment is incorporated by reference into this Item 4(b).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information set forth in Item 4(a) of this Amendment is incorporated by reference into this Item 4(c).
	(ii) Shared power to vote or to direct the vote: The information set forth in Item 4(a) of this Amendment is incorporated by reference into this Item 4(c).
	(iii) Sole power to dispose or to direct the disposition of: The information set forth in Item 4(a) of this Amendment is incorporated by reference into this Item 4(c).
	(iv) Shared power to dispose or to direct the disposition of: The information set forth in Item 4(a) of this Amendment is incorporated by reference into this Item 4(c).
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Creek Private Opportunities, LLC Series M - Gemini

Signature:	/s/ Mark Yusko
Name/Title:	Mark Yusko, Authorized Signatory
Date:	09/22/2025

Morgan Creek Digital Fund III, LP

Signature:	/s/ Mark Yusko
Name/Title:	Mark Yusko, Authorized Signatory
Date:	09/22/2025

Mark W. Yusko

Signature:	/s/ Mark Yusko
Name/Title:	Mark Yusko, Authorized Signatory
Date:	09/22/2025

Exhibit Information

Exhibit No. Description 1 Power of Attorney - Morgan Creek Private Opportunities, LLC Series M--Gemini, dated as of September 19, 2025. 2 Power of Attorney - Morgan Creek Digital Fund III, LP, dated as of September 19, 2025. 3 Power of Attorney - Mark W. Yusko, dated as of September 19, 2025. 4 Joint Filing Agreement dated as of September 19, 2025.