SecProbe.io

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 March 13, 2025

Tyler Winklevoss
Chief Executive Officer
Gemini Space Station, Inc.
600 Third Avenue, 2nd Floor
New York, NY 10016

 Re: Gemini Space Station, Inc.
 Draft Registration Statement on Form S-1
 Submitted February 14, 2025
 CIK No. 0002055592
Dear Tyler Winklevoss:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
General

1. Please supplementally provide us with copies of all written
communications, as
 defined in Rule 405 under the Securities Act, that you, or anyone
authorized to do so
 on your behalf, present to potential investors in reliance on Section
5(d) of the
 Securities Act, whether or not they retain copies of the communications.
Please
 contact the staff member associated with the review of this submission
to discuss how
 to submit the materials, if any, to us for our review.
2. Please describe in greater detail in the forefront of your prospectus
your use of digital
 engagement practices in connection with your platform, including, as
examples only,
 behavioral prompts, differential marketing, game-like features and other
design
 elements or features designed to engage with retail investors. In this
regard, please
 March 13, 2025
Page 2

 expand on your disclosure at page 4 regarding your use of user data,
which allows for
 ongoing platform optimization through tailored product development
and an overall
 more engaging experience for users. Please also address the
following, without
 limitation, in your revised disclosure:
 Specifically describe the analytical and technological tools and
methods you use
 in connection with such practices and your use of technology to
develop and
 provide investment education tools.
 Clarify whether any of such practices encourage retail investors to
trade more
 often, invest in different crypto assets, or change investment
strategies.
About This Prospectus
Market, Industry, and Other Data, page iii

3. We note your statements that you have not independently verified the
market and
 industry data obtained from various third-party sources and that the
accuracy and
 completeness of the information cannot be guaranteed. As it is not
appropriate for the
 company to directly or indirectly disclaim liability for information in
the registration
 statement, please remove such disclosure or include a sentence
specifically
 confirming that you are responsible for all disclosures in the
registration statement.
Prospectus Summary, page 1

4. Please provide an organizational chart outlining your corporate
structure and
 illustrating the relationships of the various entities discussed
throughout the filing,
 including those disclosed on page 123 under the "Government Regulations"
heading.
Risk Factors
A significant amount of the trading volume on our platform..., page 18

5. You disclose that a relatively small number of institutional market
makers and high-
 transaction volume users account for a significant amount of the trading
volume on
 your platform. Please revise to quantify the amount of trading volume on
your
 platform that is accounted for by institutional market makers and
high-transaction
 volume users. To the extent your business and results are materially
dependent on any
 of these customers, please identify them.
Our failure to safeguard and manage our and our users' fiat currencies..., page
20

6. We note that the third paragraph of this risk factor makes reference to
your "hot and
 cold wallet and storage systems." Please revise to disclose the amount
or percentage
 of your and your customers crypto assets that are held in hot
wallets.
We are leveraging AI technologies in the development..., page 33

7. We note your disclosure that you currently use machine learning and
artificial
 intelligence to improve your products and processes. In an appropriate
section of the
 prospectus, please provide a materially complete discussion regarding
your artificial
 intelligence and machine learning capabilities, and how they operate. In
 addition, clarify what datasets your artificial intelligence or
algorithms use. Further,
 March 13, 2025
Page 3

 please revise to provide a more complete description of how you utilize
artificial
 intelligence in your business.
We hold certain investments in various crypto assets and may suffer losses,
page 38

8. We note your disclosure that you hold investments in a number of crypto
assets. To
 the extent material to understanding the risks you face, please identify
any material
 exchange or third-party custodian you use and describe the terms of any
material
 agreements with those entities.
A temporary or permanent blockchain fork to any supported digital asset...,
page 40

9. You disclose that you do not guarantee that you will support any fork or
provide the
 benefit of any forked crypto asset to your users. Please describe the
criteria you use in
 determining whether to support forked crypto assets. Also, please
explain the potential
 impact of such determinations on your customers.
A particular digital asset, digital asset transaction, or product or service
offering's status as a
security..., page 45

10. We note your statement in the risk factor heading that, [i]f we
incorrectly conclude
 that a digital asset, digital asset transaction, or product or service
offering is not a
 security or securities transaction . Please revise this sentence to
add after the phrase
 is not the phrase offered and sold as. Also, please revise
the body of this risk
 factor to address the substance of this comment.
Any failure to obtain or maintain necessary money transmission
registrations..., page 56

11. We note your disclosure that in the U.S., you operate though your U.S.
exchanges,
 Gemini Trust Company, LLC and Gemini Moonbase, LLC. In an appropriate
section
 of the prospectus, please revise to clarify the difference between these
two exchanges
 and the respective entities they operate through.
Unaudited Pro Forma Condensed Consolidated Financial Data, page 86

12. We note your disclosure in the third paragraph, that you adjusted the
pro forma
 financial data to give effect to events that are directly attributable
to the Transactions,
 are factually supportable and, with respect to the consolidated
statements of
 operations data, are expected to have a continuing impact on Gemini.
Your disclosure
 appears to reference guidance in Article 11 of Regulation S-X prior to
its amendment
 in 2020. Please disclose how you considered Item 11-02(a)(6)(i) in
determining your
 transaction accounting adjustments.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics
Adjusted EBITDA, page 91

13. In the table on page 92, please reconcile for us the amount of stock
based
 compensation of $25,848 to the amount of stock based compensation in
your
 statement of cash flows of $15,840 on page F-5 and make any necessary
changes in
 the disclosure.
 March 13, 2025
Page 4

Staking Revenue, page 94

14. We note your disclosure that in connection with your staking services,
you earn an
 agent fee that is denominated in crypto assets. Please tell us, with a
view toward
 revised disclosure, whether you also accept crypto assets as payment for
any other
 fees (e.g., transaction fees, custody fees, etc.). If so, please
disclose the crypto assets
 that you accept as payment, how and when you value the crypto assets
accepted as
 payment, your policies related to monetizing the crypto assets and where
you
 exchange the crypto assets for fiat currency. To the extent you have
agreements with
 any third parties used to exchange your crypto assets, please disclose
the material
 terms of the agreements. Also, please clarify which party is responsible
for paying any
 transaction fees associated with transferring the crypto assets to you,
to the extent
 applicable.
Critical Accounting Policies and Estimates, page 100

15. We note your disclosure of critical accounting estimates. Please include
qualitative
 and quantitative information necessary to understand the estimation
uncertainty and
 the impact your critical accounting estimates have had or are reasonably
likely to have
 on your financial condition and results of operations. Your disclosure
should explain
 why each critical accounting estimate is subject to uncertainty and, to
the extent the
 information is material and reasonably available, discuss how much each
estimate
 and/or assumption has changed over a relevant period and the sensitivity
of reported
 amounts to the underlying methods, assumptions and estimates used, to
the extent
 applicable. The disclosures should supplement, not duplicate, the
description of
 accounting policies or other disclosures in the notes to the financial
statements. Refer
 to Item 303(b)(3) of Regulation S-K and SEC Release No. 33-10890.
Quantitative and Qualitative Disclosures about Market Risk, page 104

16. Please tell us how you considered interest rate risk. Also, tell us why
you have not
 provided quantitative information. Refer to Item 305(a)(1) of Regulation
S-K.
Business, page 106

17. We note your disclosure on page 89 that as of December 31, 2024, you
support over
 80 crypto assets for trading on your exchanges and over 160 crypto
assets for custody
 on your platform including bitcoin, ether, and other assets on a variety
of blockchains.
 Please expand your disclosure in this section to provide more details on
the types of
 crypto assets and services you support on your platform and your
standards for
 inclusion for such assets or services.
18. Please revise this section to clarify the extent to which you currently
have
 international operations and disclose the foreign jurisdictions in which
you offer your
 services and access to your platform. In this regard, we note your
disclosure at page
 123 regarding the exchanges you operate in the United Kingdom and
Europe.
19. We note your disclosure on page 69 that your "officers, directors,
employees, and
 large stockholders may encounter potential conflicts of interests with
respect to their
 positions or interests in certain digital assets, entities, and other
initiatives," which
 could adversely affect your business and reputation. Please revise to
describe any
 March 13, 2025
Page 5

 policies and procedures that are in place to prevent self-dealing and
other potential
 conflicts of interest. We also note your disclosure on page 20 that
while you take steps
 to segregate your assets from user assets, failure to properly
safeguard, manage, or
 account for these funds could result in financial losses, regulatory
scrutiny,
 reputational harm, or legal liability. Please describe any policies and
procedures you
 have regarding the commingling of assets, including customer assets,
your assets, and
 those of affiliates or others.
Increasing Monthly Transacting Users, page 112

20. On page 112, in the bullet titled "Acquire new and retain existing
institutional users,"
 we note your disclosure that you are "expanding [your] strategic
distribution
 partnerships with companies like VanEck." Please expand your disclosure
to briefly
 describe the nature of any material strategic distribution partnerships
and the terms
 thereof.
Increasing the Number of Assets Available on Our Platform, page 112

21. We note that you actively evaluate and list for support new crypto
assets for trading,
 as well as for staking and custody. Please describe the steps to approve
new crypto
 assets for support on your platform, including the commercial, legal,
and technical
 considerations given when making such a determination.
Expanding and Engaging Our User Base, page 114

22. Please revise your disclosure in the bullet titled "International
Growth" on page 114 to
 clarify your plans to expand operations into Europe and APAC, including
the time
 frame and any factors you consider in determining whether to expand in
any particular
 country.
Our Products and Services, page 115

23. We refer to your disclosure in the bullet titled "Exchange" on page 115.
Please revise
 your disclosure to describe in greater detail how crypto asset trading
works through
 your platform. Please describe, for example, how your matching service
for customers
 executing transactions on your platform operates.
24. We refer to your disclosure in the bullet titled "Stablecoin" on page
117. To the extent
 you have investment policy guidelines for the GUSD reserves, please
summarize the
 policies, including those pursuant to any regulatory requirements
imposed by NYDFS.
 Also, please disclose which persons within Gemini oversee the reserve
investment
 policy and discuss how such policies may be modified.
25. On page 117, please revise your disclosure in the bullet titled
"Staking" to describe in
 greater detail the terms of the staking program, including the
difference between
 Staking and Staking Pro (as referenced on Gemini's website), and how
users may earn
 rewards. Please quantify the agent fees you earn for introducing
customers to the
 staking pool, as referenced on page 94. Further, please identify the
countries where
 your customers may participate in staking activities. In this regard, we
note
 your disclosure on page 94 that your staking services are available to
customers in
 "select geographies."
 March 13, 2025
Page 6

26. Please revise your disclosure in the bullet titled "Collect" on page 118
to describe
 your process for approving NFTs for listing on your NFT marketplace and
what role
 you play in price discovery or other disclosure regarding the particular
NFTs that are
 traded.
27. On page 118, please expand your disclosure in (i) the bullet titled
"Transaction Fees"
 to quantify the transaction fees you earn from your OTC trading platform
and (ii) the
 bullet titled "Withdrawal Fees" to quantify the withdrawal fees you earn
when users
 withdraw fiat via wire or crypto assets from the platform.
Consolidated Statement of Cash Flows, page F-5

28. Please disclose how you determine the classification of the additions
and dispositions
 of your crypto assets between operating or investing activities.
29. If true, please revise the caption Custodial funds due to customers to
clearly indicate
 that it reflects deposits net of redemptions.
Note 2. Summary of Significant Accounting Policies
Accounts receivable, net, page F-10

30. Please expand your disclosure to include a discussion of the following
related to your
 credit card product:
 Include a discussion of how you account for any commitments or
guarantees
 related to the credit card product with references to the related
authoritative
 accounting literature (e.g. ASC Topic 460).
 Include a discussion of the related rewards program associated with
your credit
 card product and how you account for any rewards offered.
 Include a discussion of the fees earned on the credit card program
including a
 discussion of how the fees are allocated between you and the issuing
bank.
Crypto assets pledged, page F-12

31. We note your disclosure that crypto assets pledged are carried at fair
value consistent
 with all other crypto assets held by the Company. We further note that
the Lender has
 the right to sell, transfer or rehypothecate the pledged assets. Given
it appears the
 Lender has acquired control of the pledged assets, please explain to us
how you
 determined the assets should contin