Gemini Space Station（GEMI）为 Winklevoss Capital 5月认购的714万股办理转售登记，属程序性 S-3 招股书补充

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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
10016
1
(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

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EX-5.1
2
tm2626033d4_ex5-1.htm
EXHIBIT 5.1
Exhibit 5.1
Brownstein Hyatt Farber Schreck, LLP
702.382.2101 main
100 North City Parkway, Suite 1600
Las Vegas, Nevada 89106
October 14, 2026
Gemini Space Station, Inc.
600 Third Avenue, 2nd Floor
New York, NY 10016
To the addressee set forth above:
We have acted as local Nevada counsel to Gemini
Space Station, Inc., a Nevada corporation (the “
Company
”), in connection with the registration for resale, from time
to time, by Winklevoss Capital Fund, LLC, a Delaware limited liability company (the “
Selling Securityholder
”), of up
to 7,142,857 shares (the “
Shares
”) of the Company’s Class A common stock, par value $0.001 per share (the “
Common
Stock
”), issued and sold pursuant to the Securities Purchase Agreement, dated as of May 14, 2026 (the “
SPA
”),
by and between the Company and the Selling Securityholder, as described in the Company’s Registration Statement on Form S-3 (File
No. 333-299242) (the “
Registration Statement
”), including the base prospectus, dated October 14, 2026, contained therein
(the “
Base Prospectus
”), as supplemented by the prospectus supplement, dated October 14, 2026 (together with the Base
Prospectus, the “
Prospectus
”), each as filed with the Securities and Exchange Commission (the “
Commission
”)
under the Securities Act of 1933, as amended (the “
Act
”). This opinion letter is being delivered at your request pursuant
to the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In our capacity as such counsel, we are familiar
with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance, offering and resale
of the Shares as contemplated by the SPA and as described in the Registration Statement and the Prospectus. For purposes of this opinion
letter, and except to the extent set forth in the opinion below, we have assumed that all such proceedings have been or will be timely
completed in the manner presently proposed in the SPA, the Registration Statement and the Prospectus.
For purposes of issuing this opinion letter, we
have (a) made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise
identified to our satisfaction as being true copies, of (i) the SPA, (ii) the Registration Statement and the Prospectus, (iii) the Company’s
articles of incorporation and bylaws, each as amended to date, and (iv) such other agreements, instruments, corporate records (including,
without limitation, resolutions adopted by the board of directors and any committee thereof and by the stockholders of the Company) and
documents, or forms thereof, as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and (b) obtained
from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates,
representations, assurances and public filings as we have deemed necessary or appropriate.
Gemini Space Station, Inc.
October 14, 2026
Page 2
Without limiting the generality of the foregoing,
in our examination, we have, with your permission, assumed without independent verification, that (i) each agreement, instrument or other
document (or form thereof) we have reviewed or which is referenced herein has been duly executed and delivered by the parties thereto
to the extent due execution and delivery are prerequisites to the effectiveness thereof; (ii) the statements of fact and all representations
and warranties set forth in the documents we have examined are true and correct as to factual matters, in each case as of the date hereof
and as of the date or dates of such documents; (iii) each natural person executing a document at all relevant times had sufficient legal
capacity to do so; (iv) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined
are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies conform to the original
document; (v) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete;
and (vi) the obligations of each party set forth in the documents we have examined are its valid and binding obligations, enforceable
against such party in accordance with their respective terms.
We are qualified to practice law in the State of
Nevada. The opinion set forth herein is expressly limited to, and based exclusively on, the general corporate laws of the State of Nevada,
and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of,
the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions
related to, or any orders, consents, filings or other authorizations or approvals as may be required by, any federal laws, rules or regulations,
including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws,
rules or regulations.
Based upon the foregoing, and in reliance thereon,
and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares have been
duly authorized by the Company and are validly issued, fully paid and nonassessable.
The opinion expressed herein are based upon the
applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter
to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in any laws or
facts after the date hereof. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope
of the specific issues expressly addressed by the opinion set forth herein.
We hereby consent to the filing of this opinion
letter as an exhibit to the Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration
Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving this consent, we
do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations
of the Commission promulgated thereunder.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP