{"url_path":"/sec/gemi/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2055592/0002055592-26-000048-index.html","accession_number":"0002055592-26-000048","cik":"0002055592","ticker":"GEMI","issuer_name":"Gemini Space Station, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2055592/0002055592-26-000048-index.html","primary_entity_key":"0002055592","primary_entity_name":"Gemini Space Station, Inc."},"word_count":347,"has_tables":true,"body_markdown":"Item 1.01    Entry into a Material Definitive Agreement.\n\nOn May 14, 2026, Gemini Space Station, Inc. (“Gemini,” the “Company,” “we,” or “us”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Winklevoss Capital Fund, LLC (the “Purchaser”) pursuant to which the Company agreed to issue and sell to the Purchaser, in a private placement, 7,142,857 shares of the Company’s Class A common stock, $0.001 par value per share (the “Shares”), at a price of $14.00 per share, for aggregate proceeds to the Company of $100.0 million (the “Private Placement”). The Purchaser delivered to the Company approximately 1,258 Bitcoin as payment-in-kind for the Shares pursuant to the terms of the Securities Purchase Agreement. The Purchaser is the Company's largest existing stockholder and is an entity which is owned and controlled by Cameron and Tyler Winklevoss, the Company's President and Chief Executive Officer, respectively, and each directors of the Company. The Private Placement closed on May 14, 2026.\n\nThe foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein.\n\nOn May 14, 2026, the Company entered into an amendment (the “Amendment”) to its existing Registration Rights Agreement, dated as of September 12, 2025 (the “Existing Registration Rights Agreement”) with the Purchaser pertaining to the Shares, which provides that the Shares are “Registrable Securities” under the Existing Registration Rights Agreement and subject to the demand registration, piggyback registration and shelf registration rights contained therein. The Amendment also lowers the minimum anticipated aggregate offering proceeds threshold, net of Selling Expenses (as defined in the Existing Registration Rights Agreement), required to trigger a Form S-3 demand registration from $75.0 million to $50.0 million.\n\nThe foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 99.2 hereto and incorporated by reference herein."}