Gemini Space Station Inc-A美股招股说明书(2025-09-15版)

Gemini Space Station, Inc.ClassA Common Stock This is the initial public offering of shares of ClassA common stock of Gemini Space Station, Inc. We are offering 15,178,572 sharesof our ClassA common stock. Prior to this offering, there has been no public market for our ClassA common stock. The initial public offering price is $28.00 pershare. We have been approved to list our ClassA common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol“GEMI.” Upon completion of this offering, we will have two classes of common stock outstanding: ClassA common stock and ClassBcommon stock. Each share of our ClassA common stock entitles its holder to one vote per share on all matters presented to ourstockholders generally. Each share of our ClassB common stock entitles its holder to ten votes per share on all matters presented to ourstockholders generally. Upon the completion of this offering and the concurrent private placement (described below), the holders of ourClass A common stock will collectively hold 5.3% of the combined voting power in us, and our co-founders, Cameron Winklevoss andTyler Winklevoss (together with their affiliates), will hold all of our Class B common stock, representing 94.7% of the combined votingpower in us. As a result, we will be a “controlled company” as defined under the corporate governance rules of Nasdaq. See “Management—Controlled Company.” We are an “emerging growth company” under the federal securities laws and, as such, will be subject to reduced public companyreporting requirements. See “Prospectus Summary—Emerging Growth Company.”Nasdaq, Inc. has entered into an agreement with us pursuant to which it has agreed to purchase 1,904,761 shares of Class A common stock in a private placement at $26.25 per share. Our agreement with Nasdaq, Inc. is contingent upon, and is scheduled to closeimmediately subsequent to, the closing of this offering as well as the satisfaction of certain conditions to closing as further described inthe section titled “Concurrent Private Placement.” Investing in our ClassA common stock involves risks. See “Risk Factors” beginning on page19to read about factors you should considerbefore buying our ClassA common stock.Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body or state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. (1)See “Underwriting” for a description of the compensation payable to the underwriters.We and the selling stockholders identified in this prospectus have granted the underwriters an option for a period of 30days from the date of this prospectus to purchase up to an additional 300,565 and 458,364 shares of ClassA common stock, respectively, at the initialpublic offering price, less the underwriting discounts and commissions. We will not receive any proceeds from the sale of shares by theselling stockholders upon such exercise. At our request, the underwriters have reserved up to 1,517,857 shares of Class A common stock, or 10% of the shares offered by thisprospectus, for sale at the initial public offering price through a directed share program to certain individuals and entities. For moreinformation on our directed share program, see “Underwriting—Directed Share Program.”The underwriters expect to deliver the shares against payment in New York, New York on September15, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiiINDUSTRY GLOSSARYvLETTER FROM FOUNDERSxPROSPECTUS SUMMARY1THE OFFERING11SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA15RISK FACTORS19CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS89USE OF PROCEEDS91DIVIDEND POLICY92CAPITALIZATION93DILUTION95MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS98BUSINESS131MANAGEMENT158EXECUTIVE AND DIRECTOR COMPENSATION164CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS176PRINCIPAL AND SELLING STOCKHOLDERS179DESCRIPTION OF CAPITAL STOCK182SHARES ELIGIBLE FOR FUTURE SALE189U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS191UNDERWRITING194CONCURRENT PRIVATE PLACEMENT208LEGAL MATTERS208EXPERTS208WHERE YOU CAN FIND MORE INFORMATION209INDEX TO FINANCIAL STATEMENTSF-1 Through and including October6, 2025 (the 25th day after the date of this prospectus), all dealers effectingtransactions in these securities, whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter andwith respect to an unsold allotment or subscription. We, the selling stockholders and the underwriters have not authorized anyone to provide anyinformation or to make any representations other than those contained in this prospectus or in any freewriting prospectus we have prepared or that has been prepared on our behalf or to which we have referredyou. W