---
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"
generated_at: "2026-05-17T06:40:57.068215+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Gemini Space Station closes IPO raising $433.4M; concurrent private placement to Nasdaq Inc. for $50M

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 3.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-090073
- JSON: https://secwatch.observer/filing/0001104659-25-090073.json
- Plain text: https://secwatch.observer/filing/0001104659-25-090073.txt

## Key facts
- Equity Issuances
  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.
  - Security: common stock
  - Shares: 1,904,761 shares of Class A common stock
  - Purchaser: Nasdaq, Inc.
  - Consideration: $26.25 per share
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2055592/000110465925090073/0001104659-25-090073-index.htm
- Governance Changes
  Gemini Space Station, Inc.: Amended and restated bylaws became effective in connection with IPO closing (effective 2025-09-15).
  - Change: bylaw amendment
  - Effective: 2025-09-15
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2055592/000110465925090073/0001104659-25-090073-index.htm
- Governance Changes
  Gemini Space Station, Inc.: Amended and restated articles of incorporation became effective in connection with IPO closing (effective 2025-09-15).
  - Change: charter amendment
  - Effective: 2025-09-15
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2055592/000110465925090073/0001104659-25-090073-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.