Gemini Space Station, Inc. 发布股票注册声明
Gemini Space Station, Inc. (0002055592) (Filer)
Gemini Space Station, Inc. 向 SEC 提交了股票注册声明，允许潜在出售最多 7,142,857 股 Class A 普通股。该注册不表示投资者必须出售任何股份。法律意见书已作为附件提交。
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2026
Gemini Space Station, Inc.
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) |
001-42836 (Commission File Number) |
33-3263417 (I.R.S. Employer Identification Number) |
| 600 Third Avenue, 2nd Floor New York, NY 100161 | ||
| (Address of principal executive offices) (Zip code) | ||
| (646) 751-4401 | ||
| (Registrant's telephone number, including area code) | ||
| Not Applicable | ||
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A common stock, $0.001 par value per share | GEMI | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company x
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 pursuant to Section 13(a) of the Exchange Act. ¨
1 We use this address for receiving mail and correspondence to our principal executive office located in New York, NY.
Item 8.01 Other Events.
On October 14, 2026, Gemini Space Station, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to the Company’s registration statement on Form S-3 (Registration No. 333-299242) with the Securities and Exchange Commission, registering the potential resale of up to 7,142,857 shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A common stock”), by the investor named thereunder. The registration of such shares of Class A common stock does not necessarily mean that such investor will offer to sell all or any portion of such shares, and it is under no obligation to do so.
The legal opinion as to the validity of the shares of Class A common stock covered by the Prospectus Supplement under Nevada law is attached hereto as Exhibit 5.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 5.1 | Opinion of Brownstein Hyatt Farber Schreck, LLP. | |
| 23.1 | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: | October 14, 2026 | GEMINI SPACE STATION, INC. | |
| By: | /s/ Danijela Stojanovic | ||
| Danijela Stojanovic | |||
| Interim Chief Financial Officer | |||
来源：SEC EDGAR · 本站存档