Gemini Space Station Files 8-K on Equity, Bylaws, and Other Events

TL;DR

Gemini Space Station filed an 8-K covering equity sales and corporate changes.

AI Summary

Gemini Space Station, Inc. filed an 8-K on September 15, 2025, reporting on unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and other events. The company, incorporated in Nevada with its principal executive offices in New York, NY, is involved in '09 Crypto Assets'.

Why It Matters

This filing indicates potential changes in the company's corporate structure and equity offerings, which could impact investors and its operational framework.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales and amendments to corporate documents can signal significant changes or potential risks for investors.

Key Numbers

• 001-42836 — SEC File Number (Identifies the company's filing with the SEC.)
• 33-3263417 — IRS Employer Identification Number (Identifies the company for tax purposes.)

Key Players & Entities

• Gemini Space Station, Inc. (company) — Registrant
• September 15, 2025 (date) — Date of Report
• 09 Crypto Assets (company) — Standard Industrial Classification
• Nevada (jurisdiction) — State of Incorporation
• New York, NY (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch registered Class A common stock, $0.001 par value per share GEMI The Nasdaq
• $26.25 — lass A common stock to Nasdaq, Inc., at $26.25 per share, pursuant to a private placem
• $50.0 million — nt Private Placement were approximately $50.0 million. Item 5.03 Amendments to Articles of
• $28.00 — ommon stock at a price to the public of $28.00 per share, which includes the exercise
• $433.4 million — tial public offering were approximately $433.4 million before deducting underwriting discounts

Filing Documents

• tm255912d37_8k.htm (8-K) — 22KB
• tm255912d37_ex3-1.htm (EX-3.1) — 108KB
• tm255912d37_ex3-2.htm (EX-3.2) — 140KB
• 0001104659-25-090073.txt ( ) — 271KB

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 15, 2025, the amended and restated articles of incorporation (the “ Articles of Incorporation ”) and the amended and restated bylaws (the “ Bylaws ”) of Gemini Space Station, Inc., a Nevada corporation (the “ Company ”), became effective in connection with the closing of the initial public offering of shares of the Company’s Class A common stock. As described in the final prospectus, dated September 11, 2025 (the “ Prospectus ”), relating to the Registration Statement, filed with the Securities and Exchange Commission on September 15, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s initial public offering. A description of certain provisions of the Articles of Incorporation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus. The foregoing description of the Articles of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Articles of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On September 15, 2025, the Company completed its initial public offering of 15,937,501 shares of its Class A common stock at a price to the public of $28.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 300,565 shares of the Company’s Class A common stock and 458,364 shares of the Company’s Class A common stock from the selling stockholders. The gross proceeds to the Company from the initial public offering were approximately $433.4 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation of Gemini Space Station, Inc. 3.2 Amended and Restated Bylaws of Gemini Space Station, Inc. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GEMINI SPACE STATION, INC. Date: September 15, 2025 By: /s/ Tyler Winklevoss Tyler Winklevoss Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR