{"url_path":"/sec/gemi/8-k/2026-05-14/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sale of Equity Securities.","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":194,"has_tables":true,"body_markdown":"Item 3.02    Unregistered Sale of Equity Securities.\n\nThe information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchaser in the Securities Purchase Agreement, the offering and sale of the Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The sale of the Shares by the Company in the Private Placement was not registered under the Securities Act or any state securities laws and the Shares may not be offered or sold absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Shares did not involve a public offering and was made without general solicitation or general advertising. In the Securities Purchase Agreement, the Purchaser represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and it is acquiring the Shares as principal for its own account and not with a view to any distribution or resale of the Shares in violation of the Securities Act or any applicable state securities law."}