SecProbe.io

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 August 12, 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. 3 to Draft Registration Statement on Form S-1
 Submitted July 24, 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 and non-public draft submissions 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 July 16, 2025 letter.

Amendment No. 3 to Draft Registration Statement on Form S-1
Management
Non-Employee Directors, page 139

1. We note your added disclosure regarding the non-employee directors.
Please revise
 your disclosure to clarify each person's term of office as director and
the periods
 during which they served as such. In addition, please briefly discuss
the specific
 experience, qualifications, attributes or skills that led to the
conclusion that
 each person should serve as a director. See Item 401(a) and (e) of
Regulation S-K.
 August 12, 2025
Page 2
Underwriting
Directed Share Program, page 171

2. We note the directed share program referenced on page 171. Please revise
to address
 the following points in your next amendment:
 You state that shares under the directed share program will be
offered to "certain
 individuals and entities." Please identify with more specificity the
category of
 persons eligible to participate in the program.
 Expand your disclosure to address the process that prospective
participants will
 follow to participate in the program, the manner in which you will
communicate
 with prospective participants about the program, when and how you
will
 determine the allocation for the program, whether such allocation
will change
 depending on the interest level of potential participants, and any
other material
 features of the program.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Related party loans and convertible notes, page F-14

3. We have considered your response to our prior comment 3. Please tell us
whether the
 proceeds from your related party crypto loans are subject to contractual
sale
 restrictions, and if so, tell us how you considered the guidance in ASC
Topic 350-60-
 50-6.
Exhibits

4. We note your disclosure in the footnotes to the exhibit index that
certain portions of
 Exhibits 10.2 and 10.3 have been redacted in accordance with Item
601(b)(10)(iv) of
 Regulation S-K. Please revise each exhibit to include on the first page
the legend
 required by Item 601(b)(10)(iv).

 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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