Gemini Space Station, Inc S-3, filed Oct 1, 2026

Gemini Space Station, Inc. (GEMI)

S-3 2026-10-01

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Added on October 20, 2026

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	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
				Emerging growth company ☒

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
THE COMPANY		6
RISK FACTORS		7
USE OF PROCEEDS		8
DESCRIPTION OF SECURITIES		9
DESCRIPTION OF CAPITAL STOCK		10
DESCRIPTION OF DEPOSITARY SHARES		17
DESCRIPTION OF DEBT SECURITIES		19
DESCRIPTION OF WARRANTS		22
DESCRIPTION OF SUBSCRIPTION RIGHTS		23
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS		24
SELLING SECURITYHOLDERS		25
PLAN OF DISTRIBUTION		26
LEGAL MATTERS		27
EXPERTS		27

SEC registration fee	$	12,012.21
FINRA filing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and trustee fees and expenses		*
Rating agency fees		*
Stock exchange listing fees		*
Miscellaneous		*
Total	$	*

Exhibit No.			Description of Exhibits
3.1			Amended and Restated Articles of Incorporation of Gemini Space Station, Inc. (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed on September 15, 2025).
3.2			Amended and Restated Bylaws of Gemini Space Station, Inc. (incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K filed on September 15, 2025).
4.1*			Form of Certificate of Designations with respect to any preferred stock issued hereunder.

Exhibit No.			Description of Exhibits
4.2*			Form of Depositary Agreement (including form of Depositary Receipt).
4.3			Form of Indenture for debt securities between registrant and the trustee to be named therein.
4.4*			Form of Warrant Agreement (including form of Warrant Certificate).
4.5*			Form of Subscription Rights Agreement (including form of Subscription Rights Certificate).
4.6*			Form of Purchase Contract Agreement (including form of Purchase Contract Certificate).
4.7*			Form of Purchase Unit Agreement (including form of Purchase Unit Certificate).
4.8			Registration Rights Agreement, dated September 12, 2025, by and among Gemini Space Station, Inc. and certain of its stockholders (incorporated by reference to Exhibit 4.2 of the registrant’s Quarterly Report on Form 10-Q filed on November 10, 2025).
4.9			Amendment No. 1 to Registration Rights Agreement, dated May 14, 2026 (incorporated by reference to Exhibit 99.2 of the registrant’s Current Report on Form 8-K filed on May 14, 2026).
4.10			Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the registrant’s Registration Statement on Form S-1 filed on August 15, 2025).
5.1			Opinion of Brownstein Hyatt Farber Schreck, LLP.
5.2			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1			Consent of Deloitte & Touche LLP.
23.2			Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1).
23.3			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
24.1			Powers of Attorney (included on signature pages hereto).
25.1**			Statement of Eligibility on Form T-1 of trustee under the Indenture.
107			Filing fee table.

	Signature			Title
	/s/ Tyler Winklevoss Tyler Winklevoss			Co-Founder, Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Cameron Winklevoss Cameron Winklevoss			Co-Founder, President and Director
	/s/ Danijela Stojanovic Danijela Stojanovic			Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	/s/ Sachin Chand Jaitly Sachin Chand Jaitly			Director
	/s/ Jonathan Durham Jonathan Durham			Director
	/s/ James Esposito James Esposito			Director
	/s/ Maria Filipakis Maria Filipakis			Director

Trust Indenture
Act Section		Indenture Section

§ 310 (a)		11.04(a), 16.02
(b)		11.01(f), 11.04(b), 11.05(1), 16.02
(b)(1)		11.04(b), 16.02
§ 311		11.01(f), 16.02
§ 312		14.02(d), 16.02
(b)		11.10, 16.02
(c)		11.10, 16.02
§ 313 (a)		10.01(a), 16.02
§ 314		16.02
§ 315 (e)		11.05, 16.02
§ 316		16.02
§ 317		16.02
§ 318		16.02

		PAGE
ARTICLE I

DEFINITIONS

Section 1.01	Definitions	1
ARTICLE II

FORMS OF SECURITIES

Section 2.01	Terms of the Securities	12
Section 2.02	Form of Trustee’s Certificate of Authentication	12
Section 2.03	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	13

ARTICLE III

THE DEBT SECURITIES

Section 3.01	Amount Unlimited; Issuable in Series	13
Section 3.02	Denominations	16
Section 3.03	Execution, Authentication, Delivery and Dating	16
Section 3.04	Temporary Securities	19
Section 3.05	Registrar	19
Section 3.06	Transfer and Exchange	20
Section 3.07	Mutilated, Destroyed, Lost and Stolen Securities	24
Section 3.08	Payment of Interest; Interest Rights Preserved	25
Section 3.09	Cancellation	26
Section 3.10	Computation of Interest	26
Section 3.11	Currency of Payments in Respect of Securities	26
Section 3.12	Judgments	27
Section 3.13	CUSIP Numbers	27

ARTICLE IV

REDEMPTION OF SECURITIES

Section 4.01	Applicability of Right of Redemption	28
Section 4.02	Selection of Securities to be Redeemed	28
Section 4.03	Notice of Redemption	28
Section 4.04	Deposit of Redemption Price	29
Section 4.05	Securities Payable on Redemption Date	29
Section 4.06	Securities Redeemed in Part	30

ARTICLE V

SINKING FUNDS

Section 5.01	Applicability of Sinking Fund	30
Section 5.02	Mandatory Sinking Fund Obligation	31
Section 5.03	Optional Redemption at Sinking Fund Redemption Price	31
Section 5.04	Application of Sinking Fund Payment	31

ARTICLE VI

PARTICULAR COVENANTS OF THE COMPANY

Section 6.01	Payments of Securities	32
Section 6.02	Paying Agent	32
Section 6.03	To Hold Payment in Trust	33
Section 6.04	Merger, Consolidation and Sale of Assets	34
Section 6.05	Compliance Certificate	35
Section 6.06	Conditional Waiver by Holders of Securities	35
Section 6.07	Statement by Officers as to Default	36

ARTICLE VII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS

Section 7.01	Events of Default	36
Section 7.02	Acceleration; Rescission and Annulment	38
Section 7.03	Other Remedies	39
Section 7.04	Trustee as Attorney-in-Fact	40
Section 7.05	Priorities	40
Section 7.06	Control by Securityholders; Waiver of Past Defaults	41
Section 7.07	Limitation on Suits	41
Section 7.08	Undertaking for Costs	42
Section 7.09	Remedies Cumulative	42

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

Section 8.01	Evidence of Action of Securityholders	43
Section 8.02	Proof of Execution or Holding of Securities	43
Section 8.03	Persons Deemed Owners	44
Section 8.04	Effect of Consents	44

ARTICLE IX

SECURITYHOLDERS’ MEETINGS

Section 9.01	Purposes of Meetings	44
Section 9.02	Call of Meetings by Trustee	45
Section 9.03	Call of Meetings by Company or Securityholders	45
Section 9.04	Qualifications for Voting	45
Section 9.05	Regulation of Meetings	45
Section 9.06	Voting	46
Section 9.07	No Delay of Rights by Meeting	46

ARTICLE X

REPORTS BY THE COMPANY AND THE TRUSTEE AND
SECURITYHOLDERS’ LISTS

Section 10.01	Reports by Trustee	47
Section 10.02	Reports by the Company	47
Section 10.03	Securityholders’ Lists	47

ARTICLE XI

CONCERNING THE TRUSTEE

Section 11.01	Rights of Trustees; Compensation and Indemnity	48
Section 11.02	Duties of Trustee	51
Section 11.03	Notice of Defaults	52
Section 11.04	Eligibility; Disqualification	53
Section 11.05	Resignation and Notice; Removal	53
Section 11.06	Successor Trustee by Appointment	54
Section 11.07	Successor Trustee by Merger	55
Section 11.08	Right to Rely on Officer’s Certificate	56
Section 11.09	Appointment of Authenticating Agent	56
Section 11.10	Communications by Securityholders with Other Securityholders	57

ARTICLE XII

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 12.01	Applicability of Article	57
Section 12.02	Satisfaction and Discharge of Indenture	57
Section 12.03	Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations	59
Section 12.04	Repayment to Company	61
Section 12.05	Indemnity for U.S. Government Obligations	61
Section 12.06	[Reserved]	61
Section 12.07	Application of Trust Money	61
Section 12.08	Deposits of Non-U.S. Currencies	62

ARTICLE XIII

IMMUNITY OF CERTAIN PERSONS

Section 13.01	No Personal Liability	62

ARTICLE XIV

SUPPLEMENTAL INDENTURES

Section 14.01	Without Consent of Securityholders	62
Section 14.02	With Consent of Securityholders; Limitations	64
Section 14.03	Trustee Protected	66
Section 14.04	Effect of Execution of Supplemental Indenture	66
Section 14.05	Notation on or Exchange of Securities	66
Section 14.06	Conformity with TIA	66

ARTICLE XV

SUBORDINATION OF SECURITIES

Section 15.01	Agreement to Subordinate	67
Section 15.02	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	67
Section 15.03	No Payment on Securities in Event of Default on Senior Indebtedness	68
Section 15.04	Payments on Securities Permitted	69
Section 15.05	Authorization of Securityholders to Trustee to Effect Subordination	69
Section 15.06	Notices to Trustee	69
Section 15.07	Trustee as Holder of Senior Indebtedness	70
Section 15.08	Modifications of Terms of Senior Indebtedness	70
Section 15.09	Reliance on Judicial Order or Certificate of Liquidating Agent	70
Section 15.10	Satisfaction and Discharge; Defeasance and Covenant Defeasance	71
Section 15.11	Trustee Not Fiduciary for Holders of Senior Indebtedness	71

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.01	Certificates and Opinions as to Conditions Precedent	71
Section 16.02	Trust Indenture Act Controls	72
Section 16.03	Notices to the Company and Trustee	72
Section 16.04	Notices to Securityholders; Waiver	73
Section 16.05	Legal Holiday	73
Section 16.06	Effects of Headings and Table of Contents	73
Section 16.07	Successors and Assigns	74
Section 16.08	Separability Clause	74
Section 16.09	Benefits of Indenture	74
Section 16.10	Counterparts Originals	74
Section 16.11	Governing Law; WAIVER OF TRIAL BY JURY; Submission to Jurisdiction	74
Section 16.12	Electronic Signatures	75
Section 16.13	Force Majeure	75

Date of authentication: ___________	_______________, as Trustee

	By:
		Authorized Signatory

Date of authentication: ___________	_______________, as Trustee

	By:
		as Authenticating Agent

	GEMINI SPACE STATION, INC., as Issuer

	By:
	Name:
	Title:

One Manhattan West New York, NY 10001	FIRM/AFFILIATE OFFICES

TEL: (212) 735-3000	BOSTON
FAX: (212) 735-2000	CHICAGO
www.skadden.com	HOUSTON
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October 1, 2026	TORONTO

	________________,
	as Trustee

	Very truly yours,

	/s/ Skadden, Arps, Slate, Meagher & Flom LLP