SecProbe.io

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 June 17, 2025

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

 Re: Gemini Space Station, Inc.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted June 3, 2025
 CIK No. 0002055592
Dear Tyler Winklevoss:

 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our March 13, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Summary of the Transactions, page 7

1. We note your disclosure on page 7 that the "following organizational
transactions will
 be consummated in connection with this offering" is not followed by any
disclosure.
 Please revise your disclosure to provide a summary of the transactions
to be
 consummated in connection with the offering, or advise otherwise.
 June 17, 2025
Page 2
Risk Factors
We have historically been reliant on related party loans, page 78

2. We note your risk factor disclosure regarding your historical reliance
on related party
 loans to finance your business. Please expand this risk factor to
discuss in greater
 detail, with quantification, as applicable, the extent to which you have
historically
 relied upon related party financing and the extent of any such reliance
going forward,
 if known. Also, please describe in greater detail any potential
consequences to your
 ability to finance your future operations or business plans if such
related party
 transactions are interrupted or terminated. Finally, please consider
including summary
 risk disclosure regarding your reliance on related party loans, to the
extent material.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics, page 92

3. Please revise your disclosure under "Key Business Metrics" to address
the following
 points:
 Explain the importance of Monthly Transacting Users to the
management of your
 business and how MTU correlates to growth in trading volume, net
income, or
 other key operating results.
 Explain in greater detail how MTUs may overstate the number of
unique
 consumers due to differences in "product architecture" or "user
behavior," as you
 state on page 92, and provide quantified, illustrative examples
thereof, as
 appropriate.
 Clarify whether your use of the term "user behavior" on page 92
refers to users
 registering for and using "multiple accounts with different email
addresses, phone
 numbers, or usernames," as referenced on page 80, or whether the
term refers to
 any other user behaviors.
4. We note that the bar chart titled "End of Quarter Monthly Transacting
Users" on page
 93 does not have numbers on the vertical axis. Please revise this chart
to clearly label
 the vertical axis to help investors better understand the data
represented by the height
 of each respective bar and the significance of any height differentials
among them
 (e.g., Q4 2023 vs. Q4 2024).
Adjusted EBITDA, page 94

5. We have considered your response to our prior comment 13. It appears
from your
 response that a portion of your share-based compensation costs were
charged to
 additional paid in capital rather than salaries and compensation
expense. Please
 explain to us the nature of the adjustment to additional paid in capital
and explain to
 us why it is necessary to add the full share-based compensation costs of
$25 million to
 net income to arrive at adjusted EBITDA when it appears approximately
$15 million
 of those costs were expensed.
 June 17, 2025
Page 3
Results of Operations
Comparison of Components of Results of Operations for the Years Ended December
31,
2024 and 2023, page 100

6. Please tell us what consideration you've given to disaggregating
transaction revenue
 and services revenue in your revenue table to provide year over year
changes in
 revenue by source (e.g., exchange, OTC, credit card revenue, staking
revenue, etc.).
 Additionally, we note in your discussion of the causes of year over year
revenue
 fluctuations, you cite multiple factors that resulted in the change.
When a material
 change in a line item is attributed to two or more factors, including
any offsetting
 factors, the contribution of each identified factor should be described
in quantified
 terms, if reasonably practicable. Refer to Item 303(a) of Regulation S-K
and Section
 III.D of SEC Release No. 33-6835.
Liquidity and Capital Resources, page 103

7. In your response to our prior comment 36, you indicated that crypto
assets held on the
 consolidated balance sheets are used primarily to support core
operations, facilitate
 efficiency of the exchange, and as a reserve to satisfy regulatory
requirements for
 certain subsidiaries. Please expand your disclosure to describe in
sufficient detail your
 reasons for holding crypto assets and their potential use as a means to
support core
 operations. In your revised disclosure, please include a discussion of
any restrictions
 placed on the use of crypto assets by virtue of their use as a reserve
to satisfy
 regulatory requirements and quantify the amount of such reserve.
Finally, please tell
 us whether you believe the use of crypto assets as a reserve to satisfy
regulatory
 requirements constitutes a contractual sale restriction as described in
ASC 350-60-50-
 7 and if so provide the necessary financial statement disclosure.
Business, page 111

8. We note your response to prior comment 19 regarding your present
Listing, Issuing,
 and Custody Policy and your policies and procedures regarding the
commingling of
 assets. Where appropriate in the prospectus, please revise your
disclosure to provide a
 material summary of such information.
Increasing the Number of Assets Available on Our Platform, page 118

9. We note your response to prior comment 21 regarding 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. Please revise
your disclosure
 to provide a material summary of such information.
Our Products and Services, page 121

10. We note your revised disclosure on page 123 and your response to prior
comment 24
 and reissue the comment in part. Please further revise your disclosure
to include the
 information provided in your response regarding the persons within
Gemini who
 oversee the reserve investment policy and disclose how your reserve
investment
 policies may be modified.
 June 17, 2025
Page 4
Consolidated Financial Statements, page F-1

11. Please confirm for us whether Gemini Space Station Inc. is expected to
be capitalized
 on an other than nominal basis prior to effectiveness.
Consolidated Statements of Cash Flows, page F-5

12. We note your response to our prior comment 28. Given the fungible nature
of some of
 your crypto asset holdings, please tell us, and consider expanding your
disclosure to
 further discuss, how you determine the amount and types of crypto assets
that are
 purchased and disposed immediately and those that are purchased and
held. For
 example, please clarify whether certain business activities determine
whether a
 purchased crypto asset will be disposed of nearly or immediately or held
for a longer
 term.
Note 2. Summary of Significant Accounting Policies
Customer custodial funds and custodial funds due to customers, page F-9

13. Please disclose the amount of customer custodial funds related to your
Gemini Dollar
 as of December 31, 2024 and 2023, and disclose how you account for and
classify the
 related obligation.
Related party loans and convertible notes
Related party loans, page F-14

14. We note the revised disclosure in response to prior comment 32. As
previously
 requested, please revise to clarify whether you are able to sell, pledge
or
 rehypothecate the assets.
Note 3. Revenue
Revenue recognition, page F-22

15. Please tell us your consideration of further disaggregating exchange
revenues for spot
 and derivatives transactions.
16. We note your response to our prior comment 34. Please further revise
your revenue
 table to provide a disaggregated presentation of, and a subtotal for,
revenue
 recognized from contracts with customers separate from other sources of
revenue. In
 that regard we note your presentation combines interest income with
other services
 revenue recognized from contracts with customers.
Transaction revenue, page F-23

17. Please revise the disclosure of your accounting policy to more clearly
state whether
 you believe you are the principal or agent with respect to trades
executed on your
 platform. Based on your current disclosure, it is unclear whether you
have concluded
 you never control the crypto assets before they are transferred to the
customer or
 whether you make that determination on a case by case basis. In your
revised
 disclosure and response, please clarify whether all your transaction
revenue has been
 recorded on a net basis, gross basis or a combination thereof. Finally,
please also
 make corresponding clarifications to revenue recognized from OTC and NFT
trades.
 June 17, 2025
Page 5
18. We note your response to our prior comment 36. Please clarify for us
whether you
 have determined you are the principal or the agent in instant order
transactions. In
 your response, please address the following:
 To the extent you have concluded you are acting as an agent in
instant order
 transactions, explain to us why the GILP holds crypto inventory.
 Given the fungible nature of the crypto assets exchanged, explain to
us how you
 concluded instant order transactions are not settled from GILP
inventory but
 rather from the Company's Central Limit Order Book.
 Explain to us whether the GILP takes possession of crypto assets
acquired from
 the Company's Central Limit Order Book before they are transferred to
the user
 making the instant order.
 In your response, you indicate that a trade will only be executed if
it does not
 cause a loss for the Company. If you are acting as an agent providing
a matching
 service between users on your platform, explain to us how a trade
could result in a
 loss for the Company.
Credit card revenue, page F-24

19. We note your response to our prior comment 30 and the related revisions
to your
 disclosure. Please tell us how you determined you act as an agent of the
issuing bank
 with respect to your credit card arrangement despite your agreement in
2024 to
 acquire all of the credit card loans. In your response, please tell us
the portion of your
 credit card revenue attributable to interest, fees and interchange
income and what
 those amounts would have been if they were recorded gross as the
principal.
Staking revenue, page F-24

20. Please disclose where you record the associated payments to your
customers related to
 the Ether staking.
Note 13. Related Party Loans and Convertible Notes, page F-37

21. Your tables of crypto asset loans as of December 31, 2024 and 2023
present the total
 number of crypto assets borrowed for each loan at loan origination.
Additionally, in
 the footnotes below the tables you disclose amounts of crypto assets
that have been
 repaid subsequent to loan origination. Tell us what consideration you've
given to also
 disclosing the total number of loaned crypto assets that remain
outstanding at each
 period end.
 June 17, 2025
Page 6

 Please contact Kate Tillan at 202-551-3604 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please contact Irene Paik at 202-551-6553 or David Lin at 202-551-3552
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Ryan J. Dzierniejko
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