SecProbe.io

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 July 16, 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. 2 to Draft Registration Statement on Form S-1
 Submitted July 2, 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 June 17, 2025 letter.

Amendment No. 2 to Draft Registration Statement on Form S-1
Prospectus Summary
Summary of the Transactions, page 7

1. Please briefly summarize your accounting treatment for the transactions.
We do not
 see a discussion of the transaction(s) whereby the Founders receive
Class B common
 stock. Further, on page 78 you disclose that Gemini Space Station, LLC's
convertible
 notes and convertible term loans will convert into LLC Interests
immediately prior to
 or upon consummation of the offering. Tell us whether those LLC
Interests will
 subsequently be converted into Class B (or A) common stock of the
registrant and
 when. As applicable, revise your disclosure to clarify.
 July 16, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 104

2. Refer to prior comment 7. Please disclose, similar to your response,
that the applicable
 regulatory frameworks require you to maintain a minimum level of crypto
assets to
 meet ongoing licensing or regulatory obligations and the regulatory
agreement
 prohibits lending, pledging, rehypothecation, or encumbrance of the
assets, but it does
 not prohibit the sale of such assets.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Related party loans and convertible notes, page F-14

3. We note your response to prior comment 14. Please tell us how you
considered the
 fact that you may not sell, pledge, or rehypothecate the crypto assets
in your
 conclusion that you control those assets. In your response, please
describe the purpose
 behind any regulatory capital requirements and clarify for us how loaned
crypto assets
 can support regulatory requirements if they cannot be sold, pledged or
exchanged.
Note 3. Revenue
Transaction revenue, page F-23

4. We have considered your response to our prior comment 18. Please address
the
 following with respect to instant orders executed through the GILP:
 Provide us with copies of any contracts or terms and conditions
related to instant
 orders.
 Provide us with a step by step walkthrough of the instant order
process from the
 perspective of both the buyer and seller of crypto assets. In your
response, please
 clarify for us whether crypto assets used to settle instant orders
are sourced from
 crypto assets held in custody by you in omnibus wallets, held in
custody by sellers
 in their own wallets or a combination of the two. In addition, to
the extent you are
 able, please tell us the gross transaction amount of instant orders
for each period
 presented in your financial statements.
 In your prior response you state "At no point does the Company
control the crypto
 assets in the trade settlement execution, nor are customer assets
commingled with
 corporate assets." Please expand on how you determined you do not
have control
 of the crypto assets at any point in the trade settlement execution.
In your
 response, please explain to us which entity has control of the
crypto assets during
 this process. In addition, please clarify for us whether you obtain
legal title to the
 crypto assets at any point during trade settlement execution and if
not explain to
 us what entity does have legal title at each stage of settlement
execution.
 Please provide us with a more detailed discussion of how you
considered the
 indicators in ASC Topic 606-10-55-39 in determining you are the
agent with
 respect to instant orders. In your analysis, please address, but do
not limit your
 response to, the following:
 o Clarify for us how you considered whether you have inventory
risk given the
 statement in your response that GILP takes possession of the
crypto assets as
 July 16, 2025
Page 3

 part of settling the trade.
 o In your response you state that you reserve the right to reject
any order for
 any reason. Please expand on this statement and provide us with
examples of
 when you would reject an order.
 o Provide us with a more detailed discussion of how you
determined you do
 not have discretion in setting price. In that regard, we note
you provide a firm
 quote to users when an order is initiated, and you have
designed the fill-or-
 kill parameters. Tell us how you considered these facts in your
analysis. In
 addition, please tell us who establishes the fees charged on
instant orders and
 how that fact was considered in your price discretion analysis.

 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 David Lin at 202-551-3552 or Irene Paik at 202-551-6553
with any
other questions.

 Sincerely,

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