Gemini Space Station, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

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☒Definitive Proxy Statement

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April 30, 2026

Dear Stockholder:

You are cordially invited to attend Gemini Space Station Inc.’s 2026 Annual Meeting of Stockholders on Monday, June 15, 2026,

at 12:00 p.m., Eastern Time. The 2026 Annual Meeting of Stockholders will be held in a virtual format online at

www.virtualshareholdermeeting.com/GEMI2026.

The matters to be acted on at the 2026 Annual Meeting of Stockholders are described in the enclosed notice and proxy statement.

Your vote is important to us. Even if you plan on attending the 2026 Annual Meeting of Stockholders, we encourage you to vote

your shares in advance to ensure that your vote will be represented at the meeting. To vote in advance of the meeting, you may vote

online, as instructed in the attached proxy statement, or by completing, signing and returning the proxy card that is provided. You may

revoke your proxy at any time before your shares are voted at the 2026 Annual Meeting of Stockholders. See the attached proxy

statement for more detailed information.

We look forward to receiving your proxy and we appreciate your support.

Onward,

/s/ Tyler Winklevoss

Tyler Winklevoss

Co-Founder, Chief Executive Officer and Director

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MONDAY, JUNE 15, 2026

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Gemini Space Station, Inc. (the

“Company”) to be held on Monday, June 15, 2026, at 12:00 p.m. Eastern Time, online at https://www.virtualshareholdermeeting.com/

GEMI2026.

At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters:

1. Election of six directors to serve for a one-year term of office expiring at the 2027 annual meeting of stockholders;

2. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the

fiscal year ending December 31, 2026; and

3. Any other matter that properly comes before the Annual Meeting or any postponement or adjournment thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of

Stockholders.

The board of directors has fixed the close of business on April 20, 2026, as the record date for the determination of stockholders

entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. Your vote is very important to

the Company and all proxies are being solicited by the Board. So, whether or not you plan on attending the Annual Meeting, we

encourage you to submit your proxy as soon as possible (i) by accessing https://www.proxyvote.com or (ii) by signing, dating and

returning a proxy card or instruction form provided to you. By submitting your proxy promptly, you will save the Company the

expense of further proxy solicitation. Please note that all votes cast online must be cast prior to 11:59 p.m., Eastern Time, on June 14,

By Order of the Board of Directors,

/s/ Kate Freedman

Kate Freedman

Corporate Secretary and Interim General Counsel

April 30, 2026

New York, New York

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