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 August 28, 2025

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

 Re: Gemini Space Station, Inc.
 Registration Statement on Form S-1
 Filed August 15, 2025
 Amendment No. 1 to Registration Statement on Form S-1
 Filed August 21, 2025
 File No. 333-289665
Dear Tyler Winklevoss:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form S-1 filed August 15, 2025 and Form S-1/A filed August 21, 2025
General

1. We note that you have added a gatefold, which discloses that you have
1.5 million
 lifetime transacting users. Where appropriate in the prospectus, please
briefly discuss
 how you measure lifetime transacting users.
Risk Factors
Our amended and restated articles of incorporation will provide that the Eighth
Judicial
District Court of Clark County, Nevada..., page 80

2. You disclose that your amended and restated articles of incorporation
will provide
 that, unless you consent in writing to the selection of an alternative
forum, the federal
 district courts of the United States of America sitting in Clark County,
Nevada will be
 August 28, 2025
Page 2

 the exclusive forum for the resolution of any cause of action arising
under the federal
 securities laws of the United States, including any claims under the
Securities Act and
 the Exchange Act. Please direct us to the portion of your amended and
restated articles
 of incorporation that contains this provision.
Use of Proceeds, page 89

3. We note your disclosure that you may "use the net proceeds to repay all
or a portion
 of [y]our third-party indebtedness, including indebtedness outstanding
under the
 Galaxy Lending Agreement and the Master Repurchase Agreement with NYDIG
 Funding LLC." To the extent a material part of the proceeds will be used
to discharge
 indebtedness, please disclose the interest rate and maturity of such
indebtedness. If the
 indebtedness to be discharged was incurred within one year, describe the
use of the
 proceeds of such indebtedness other than short-term borrowings used for
working
 capital. Refer to Instruction 4 to Item 504 of Regulation S-K.
Capitalization, page 91

4. Please reconcile for us the amounts shown for indebtedness to your
condensed
 consolidated balance sheet as of June 30, 2025 on page F-65, and how you
determined
 the total amount of capitalization given the amounts shown for
liabilities in the table.
 In this regard, it appears your table excludes the current portion of
related party loans
 in the amount of $618,461. Please advise or revise.
Dilution, page 92

5. Please present the impact of the offering and the Vested IPO Grants
separately, or tell
 us why these two events should be combined.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 120

6. Once you have an estimated offering price or range, please tell us the
reasons for any
 differences between recent valuations of your common stock leading up to
the IPO
 and the estimated offering price.
Business
Other Ongoing Litigation, page 146

7. Please disclose the name of the court or agency in which the matter
entitled National
 Association of Consumer Advocates v. Gemini Trust Company, LLC is
pending and
 the date instituted. See Item 103 of Regulation S-K.
Description of Capital Stock
Provisions of our Amended and Restated Articles of Incorporation and Amended
and
Restated Bylaws, page 179

8. We note that Article XIII of the form of Amended and Restated Articles
of
 Incorporation states that "[t]o the fullest extent not inconsistent with
any applicable
 U.S. federal laws, any and all 'internal actions' (as defined in NRS
78.046) must be
 tried in a court of competent jurisdiction before the presiding judge as
the trier of fact
 August 28, 2025
Page 3

 and not before a jury." Please include a description of this provision
in your
 prospectus and clearly state, if true, that the provision does not apply
to claims under
 the Securities Act and the Exchange Act. Also disclose the risks of the
provision and
 other impacts on shareholders as well as any uncertainty about
enforceability.
Unaudited Condensed Consolidated Financial Statements as of and for the six
months ended
June 30, 2025 and 2024
Note 13. Related Party Loans and Convertible Notes
Term loan, page F-89

9. Please expand your disclosure to state, if true, that your term loans
are accounted for
 at fair value. In your revised disclosure, clarify the features of the
loan that result in
 fair value accounting and the authoritative literature that supports
your accounting
 conclusions.
Exhibits
Exhibit 5.1, page II-4

10. Please file a revised legal opinion that separately opines on the shares
of Class A
 common stock subject to the over-allotment option that may be sold by
the selling
 stockholders. In this regard, please note that the opinion should state
that the shares
 are validly issued, fully paid and non-assessable. For guidance, refer
to Section
 II.B.2.h of Staff Legal Bulletin No. 19.
11. In romanette (v) in the fourth paragraph of the opinion, we note that
counsel has
 assumed that "upon each issuance of Shares, the total number of shares
of Class A
 Common Stock issued and outstanding, together with the total number of
shares of
 Class A Common Stock reserved for issuance or obligated to be issued by
the
 Company pursuant to any plan, agreement or arrangement, or otherwise,
will not
 exceed the total number of shares of Class A Common Stock then
authorized under
 the Company's articles of incorporation." Please obtain and file a
revised opinion that
 does not include this assumption, or tell us why this assumption is
necessary and
 appropriate.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 August 28, 2025
Page 4

 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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