{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-090073","form_type":"8-K","ticker":"GEMI","cik":"0002055592","company_name":"Gemini Space Station, Inc.","filed_at":"2025-09-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.915860+00:00","generated_at":"2026-05-17T06:40:57.068215+00:00","sec_items":["3.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Gemini Space Station closes IPO raising $433.4M; concurrent private placement to Nasdaq Inc. for $50M","bullets":["Closed IPO of 15,937,501 shares of Class A common stock at $28.00 per share on September 15, 2025.","Gross proceeds to company from IPO were approximately $433.4 million before underwriting discounts and expenses.","Concurrently sold 1,904,761 shares to Nasdaq, Inc. at $26.25 per share in a private placement, grossing $50M.","Amended and restated articles of incorporation and bylaws became effective upon IPO closing.","Underwriters exercised option in full, purchasing an additional 300,565 shares from the company and 458,364 from selling stockholders."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-090073","json":"https://secwatch.observer/filing/0001104659-25-090073.json","markdown":"https://secwatch.observer/filing/0001104659-25-090073.md","text":"https://secwatch.observer/filing/0001104659-25-090073.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2055592/000110465925090073/0001104659-25-090073-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2055592/000110465925090073/tm255912d37_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T06:40:57.068215+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"e05df09243a0191b8521f5ecb3f188ced0c0faad","claim":"Gemini Space Station, Inc. issued 1,904,761 shares of Class A common stock of common stock to Nasdaq, Inc. for $26.25 per share.","evidence_excerpt":"the Company closed the sale of an aggregate of 1,904,761 shares of Class A common stock to Nasdaq, Inc., at $26.25 per share, pursuant to a private placement (the “Concurrent Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2055592/000110465925090073/0001104659-25-090073-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"1,904,761 shares of Class A common stock"},{"label":"Purchaser","value":"Nasdaq, Inc."},{"label":"Consideration","value":"$26.25 per share"}],"fact_type":"equity_issuance"},{"claim_id":"5672d09ed8cfde5f57650b9e8d75f51d17b8a33a","claim":"Gemini Space Station, Inc.: Amended and restated bylaws became effective in connection with IPO closing (effective 2025-09-15).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2055592/000110465925090073/0001104659-25-090073-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-09-15"}],"fact_type":"governance_change"},{"claim_id":"d53ad5fe70769700e47e7f2434ede50a7f51afab","claim":"Gemini Space Station, Inc.: Amended and restated articles of incorporation became effective in connection with IPO closing (effective 2025-09-15).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2055592/000110465925090073/0001104659-25-090073-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-09-15"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}