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FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 OR For the transition period from to . Commission file number001-42836 Gemini Space Station, Inc.(Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of November 7, 2025, the registrant had outstanding42,526,934and75,126,784of shares of Class A and Class B common stock, respectively, each with a par value of$0.001. PagePart I - Financial InformationItem 1. Financial Statements (Unaudited)4Condensed Consolidated Balance Sheets4Condensed Consolidated Statements of Operations and Comprehensive Loss6Condensed Consolidated Statements of Changes in Convertible Preferred Units and Stockholders' Equity7Condensed Consolidated Statements of Cash Flows9Notes toCondensed Consolidated Financial Statements11Item2.Management's Discussion and Analysis of Financial Condition and Results of Operations57Item3.Quantitative and Qualitative Disclosures About Market Risk79Item4.Controls andProcedures81Part II-OtherInformationItem 1.Legal Proceedings83Item1A. Risk Factors83Item2. Unregistered Sale ofEquity Securities and Use of Proceeds159Item3.Defaults Upon Senior Securities160Item 4.Mine Safety Disclosures160Item5.Other Information160Item6.Exhibits161Signatures162 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements that reflect our current views with respect to, amongother things, future events and our future business, operating results, financial condition, prospects, the impact of potential acquisitions anddispositions, and our strategy for growth. These statements are often, but not always, made through the use of words or phrases such as“may,”“should,”“could,”“predict,”“potential,”“believe,”“will likely result,”“expect,”“continue,”“will,”“anticipate,”“seek,”“estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or phrases or other comparablewords or phrases of a future or forward-looking nature. These forward-looking statements are not statements of historical fact, and are basedon current expectations, estimates, and projections about our industry as well as certain assumptions made by management, many of which,by their nature, are inherently uncertain and beyond our control. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about: •our future financial performance, including our expectations regarding our net revenue, operating expenses, and our ability toachieve and maintain future profitability;•our ability to effectively manage our growth;•anticipated trends, growth rates, and challenges in our business, the cryptoeconomy, and in the markets in which we operate;•market acceptance of our products and services;•objectives for future operations;•our ability to further penetrate our existing user base and maintain and expand our user base;•our ability to develop new products and services and grow our business in response to changing technologies, user demand, andcompetitive pressures;•our expectations concerning relationships with third parties;•our ability to maintain, protect, and enhance our intellectual property;•the effects of increased competition in our markets and our ability to compete effectively;•future acquisitions of or investments in complementary companies, products, services, or technologies and our ability tosuccessfully integrate such companies or assets;•our ability to comply with laws and