Gemini Space Station, Inc.

S-11 tm255912-12_drsa.htm S-1

As filed with the Securities and Exchange Commission on August 15, 2025.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933​

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GEMINI SPACE STATION, INC.

(Exact name of registrant as specified in its charter)

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600 Third Avenue, 2 nd Floor

New York, NY 10016

(646) 751-44011

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

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The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

(302) 777-0200

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

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Copies to:

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Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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1 We use this address for receiving mail and correspondence to our principal executive office located in New York, NY.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated , 2025

Shares

Class A Common Stock

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This is the initial public offering of shares of Class A common stock of Gemini Space Station, Inc. We are offering shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. We anticipate that the initial public offering price per share of Class A common stock will be between $ and $ . We have applied to list our Class A common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “GEMI.”

Upon completion of this offering, we will have two classes of common stock outstanding: Class A common stock and Class B common stock. Each share of our Class A common stock entitles its holder to one vote per share on all matters presented to our stockholders generally. Each share of our Class B common stock entitles its holder to ten votes per share on all matters presented to our stockholders generally. Upon the completion of this offering, the holders of our Class A common stock will collectively hold % of the combined voting power in us, and our co-founders, Cameron Winklevoss and Tyler Winklevoss (together with their affiliates), will hold all of our Class B common stock, representing % of the combined voting power in us. As a result, we will be a “controlled company” as defined under the corporate governance rules of Nasdaq. See “Management—Controlled Company.”

We are an “emerging growth company” under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary—Emerging Growth Company.”

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Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 18 to read about factors you should consider before buying our Class A common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body or state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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(1)

See “Underwriting” for a description of the compensation payable to the underwriters.

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We and the selling stockholders identified in this prospectus have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional and shares of Class A common stock, respectively, at the initial public offering price, less the underwriting discounts and commissions. We will not receive any proceeds from the sale of shares by the selling stockholders upon such exercise.

At our request, the underwriters have reserved up to shares of Class A common stock, or % of the shares offered by this prospectus, for sale at the initial public offering price through a directed share program to certain individuals and entities. For more information on our directed share program, see “Underwriting—Directed Share Program.”

The underwriters expect to deliver the shares against payment in New York, New York on , 2025.

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Prospectus dated , 2025.