SecProbe.io

CORRESP
 1
 filename1.htm

 Skadden,
Arps, Slate, Meagher & Flom llp

 One Manhattan
West
 FIRM/AFFILIATE

 New
York, NY 10001

 OFFICES

 TEL: (212) 735-3000
 BOSTON

 FAX: (212) 735-2000

 CHICAGO

 www.skadden.com
 HOUSTON

 LOS
 ANGELES

 PALO
 ALTO

 WASHINGTON,
 D.C.

 WILMINGTON

 ABU
 DHABI

 BEIJING

 BRUSSELS

 FRANKFURT

 HONG
 KONG

 LONDON

 MUNICH

 PARIS

 SÃO
 PAULO

 SEOUL

 SINGAPORE

 TOKYO

 TORONTO

 September 10, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, DC 20549-3561

 Attn:
 David Lin

 Irene Paik

 Kate Tillan

 Robert Telewicz

 Re: Gemini Space Station, Inc.
 Amendment No. 3 to Registration Statement on Form S-1
Filed September 9, 2025
File No. 333-289665

 On
behalf of our client, Gemini Space Station, Inc., a Nevada corporation (the " Company "), we hereby provide
responses to comments received from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
by letter dated September 9, 2025 (the " Comment Letter ") with respect to the above-referenced Amendment No. 3
to Registration Statement on Form S-1 filed with the Commission on September 9, 2025 (the " Registration Statement ").

 Concurrently
with the submission of this letter, the Company is filing, through the Commission's Electronic Data Gathering, Analysis and Retrieval
system, Amendment No. 5 to the Registration Statement (the " Amended Registration Statement ") in response
to the Staff's comments and certain other changes.

 The headings and paragraph
numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff's review, we have reproduced
the text of the Staff's comments in bold and italics below. All references to page numbers and captions (other than those in
the Staff's comments and unless otherwise stated) correspond to the page numbers and captions in the Amended Registration Statement.

 Securities and Exchange Commission September 10, 2025 Page 2

 Prospectus
Summary
Recent Developments
Collaboration Agreement and Concurrent Private Placement, page 6

 1.             We
note that Nasdaq has agreed to purchase $50 million of your Class A common stock in a private placement in connection with the offering.
Please consider including risk factor disclosure regarding any conflicts of interest, regulatory risks and governance risks to the extent
material. In this regard, please tell us, with a view toward disclosure, whether Nasdaq has participated in a private placement concurrent
with the IPO of a company listing on the exchange before, and whether the novelty of this relationship creates additional uncertainty
and risk.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that it has considered the inclusion of risk factor disclosure regarding potential conflicts of interest,
governance risks, and regulatory risks in connection with Nasdaq's investment and concluded that such risks are not material to
the Company and that additional risk factor disclosure is accordingly not warranted. The Company respectfully advises the Staff that while,
to the Company's knowledge, Nasdaq has not previously participated in a private placement concurrent with the IPO of a company listing
on the Nasdaq exchange, the Company does not believe that Nasdaq's participation in the private placement gives rise to regulatory
risk, governance issues, or conflicts of interest. The Company further advises the Staff that Nasdaq was not granted any special governance
rights or other ability to exert influence in connection with either the private placement or the definitive term sheet relating to a
prospective collaboration between the Company and Nasdaq. The Company also respectfully advises the Staff that, based on the midpoint
of the price range included in the Amended Registration Statement, Nasdaq will hold less than a 2.0% economic interest in the Company
and less than a 0.5% voting interest in the Company following the offering. The Company respectfully undertakes to continue to monitor
these matters on an ongoing basis and, to the extent any such risks become material, will include appropriate risk factor or other disclosure
in its future periodic reports, including its Annual Reports on Form 10-K, and other filings with the Commission.

 2.             We
note that on September 8, 2025, you entered into a definitive term sheet relating to your prospective collaboration agreement with
Nasdaq. To the extent this term sheet contains binding provisions that are material to you, please describe in greater detail the material
terms of the term sheet and include quantified disclosure thereof, as applicable. Please also disclose any material risks related to this
arrangement (e.g., conflicts of interest, etc.).

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that the term sheet relating to the Company's prospective collaboration agreement with Nasdaq contains
only limited binding provisions that are customary for preliminary arrangements of this nature, including related to confidentiality,
governing law, publicity, and restrictions on assignment. The Company further respectfully advises the Staff that the arrangements under
the term sheet under which the Company would provide custody and staking services to Nasdaq customers and act as a reseller of Nasdaq's
Calypso product solution are non-exclusive and do not require a minimum volume of business or otherwise impose a fixed quantum of performance
on either party. The Company does not believe that these provisions impose obligations that are material to the Company's business
or financial condition. The term sheet also contemplates an economic framework under which the Company would share a portion of the revenues
earned by the Company on referrals from Nasdaq with respect to custody and staking activities, and contemplates commercial incentives
for the Company to promote Nasdaq's Calypso Solution. However, consistent with the Company's disclosure in the Amended Registration
Statement, these commercial terms remain subject to negotiation and the execution of definitive agreements.

 Given the preliminary nature of the term sheet,
the absence of binding economic obligations, and the non-exclusive structure of the contemplated arrangements, the Company currently believes
there are no disclosable risks (such as conflicts of interest, governance or regulatory risks) specifically arising from the term sheet
that warrant disclosure in the Amended Registration Statement. The Company respectfully advises the Staff that it will continue to monitor
these matters as negotiations proceed and, to the extent any such arrangements or related risks become material, will include appropriate
risk factor or other disclosure in its future periodic reports, including its Annual Reports on Form 10-K, and other filings with
the Commission.

 Securities and Exchange Commission September 10, 2025 Page 3

 Ripple Cobranded Card, page 6

 3.             To
the extent material to your business, please disclose the material terms of any agreement, arrangement, or understanding you have with
Ripple in connection with the Ripple co-branded credit card, which you disclose that you launched on August 25, 2025. Also, please
file any documents memorializing the same as exhibits, if required by Item 601 of Regulation S-K. Please also balance your disclosure
in this section. In that regard, we note your disclosure on page 103 that Card Sign-Ups should be evaluated together with Cards Issued,
transaction volume, and related receivables to provide a comprehensive view of card program performance.

 The Company respectfully advises the Staff that
it does not believe that there are any material terms of any agreement, arrangement or understanding with Ripple in connection with the
Ripple co-branded credit card that require disclosure in the Amended Registration Statement. Rather, the program operates under
the same structure and economics as the Company's existing credit card program, with the only distinction being Ripple-related branding
on the card.

 The Company respectfully advises the Staff that
it has concluded that the agreement with Ripple is not material to the Company in amount or significance and therefore is not required
to be filed as an exhibit under Item 601(b)(10) of Regulation S-K. Notably, the agreement is not currently, and is not expected
to be, a material driver of revenue for the Company.

 In response to the Staff's comment, the
Company has revised the disclosure on page 6 and page 46 of the Amended Registration Statement to better balance its disclosure
as follows:

 Summary -Recent
Developments

 On August 25, 2025, Gemini launched
a co-branded credit card in conjunction with Ripple. The launch was a substantial factor in more than 30,000 new credit card sign-ups
in the month of August 2025, a new monthly high that was more than twice the number of credit card sign-ups in the prior month. While
these sign-ups reflect initial customer interest in the Ripple co-branded credit card, not all approved applicants will activate or use
their cards, and therefore sign-ups alone are not necessarily indicative of cardholder activity or future revenues. The ultimate performance
of the Ripple co-branded credit card will depend on factors such as the number of cards actually issued and remaining open, cardholder
transaction volume, and the level of related receivables. For more information, see " Management's Discussion and Analysis
of Financial Condition and Results of Operation-Key Business Metrics-Card Sign-Ups ."

 Risk Factors

 There can be no assurance that
our recent collaboration with Ripple and the launch of our co-branded credit card will be successful in generating a recurring stream
of revenue.

 Our growth strategy includes expanding
and diversifying our revenue sources. On August 25, 2025, we launched a co-branded credit card in conjunction with Ripple. The launch
was a substantial factor in more than 30,000 new credit card sign-ups in the month of August 2025, a new monthly high that was more
than twice the number of credit card sign-ups in the prior month. While these sign-ups reflect initial customer interest in the Ripple
co-branded credit card, not all approved applicants will activate or use their cards, and therefore sign-ups alone are not necessarily
indicative of cardholder activity or future revenues. The ultimate performance of the Ripple co-branded credit card will depend on factors
such as the number of cards actually issued and remaining open, cardholder transaction volume, and the level of related receivables. As
a result, there can be no assurance that the recent, successful launch of our co-branded credit card with Ripple will be successful in
generating a recurring stream of revenue for our business.

 * * * * *

 Securities and Exchange Commission September 10, 2025 Page 4

 Please contact me at (212)
735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.

 Very truly yours,

 /s/ Ryan J. Dzierniejko

 cc: Tyler Winklevoss, Chief Executive Officer, Gemini Space Station, Inc.
Cameron Winklevoss, President, Gemini Space Station, Inc.
Dan Chen, Chief Financial Officer, Gemini Space Station, Inc.
Marshall Beard, Chief Operating Officer, Gemini Space Station, Inc.
Tyler Meade, Chief Legal Officer, Gemini Space Station, Inc.
David Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP
Joseph Hall, Davis Polk & Wardwell LLP
Daniel P. Gibbons, Davis Polk & Wardwell LLP

CORRESP
 1
 filename1.htm

 Goldman Sachs & Co. LLC

 200 West Street

 New York, New York 10282

 Citigroup Global Markets Inc.

 388 Greenwich Street

 New York, New York 10013

 September 10, 2025

 VIA EMAIL & EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Kate Tillan

 Robert Telewicz

 David Lin

 Irene Paik

 Re:
 Gemini Space Station, Inc.

 Registration Statement on Form S-1

 Registration File No. 333-289665

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the " Act "), we, the representatives of the several underwriters (the "Representatives"),
hereby join in the request of Gemini Space Station, Inc. (the " Company ") for acceleration of the effective
date of the above-referenced Registration Statement on Form S-1, as amended, so that it will be declared effective at 4:00 PM Eastern
Daylight Time, on September 11, 2025 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Skadden, Arps, Slate, Meagher & Flom LLP, may orally request via telephone call that such Registration Statement be declared
effective.

 Pursuant to Rule 460 under the Act, please
be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers,
institutions and others prior to the requested effective time of the Registration Statement.

 We, the undersigned, as the Representatives, each
confirm on behalf of ourselves and the other participating underwriters that we have complied and will comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.

 Very
 truly yours,

 GOLDMAN SACHS & CO. LLC CITIGROUP GLOBAL MARKETS
INC.

 GOLDMAN
 SACHS & CO. LLC

 By:
 /s/
 Danielle Freeman

 Name: Danielle Freeman

 Title: Managing
 Director

 CITIGROUP GLOBAL MARKETs INC.

 By:
 /s/ Mark Gracia

 Name: Mark Gracia

 Title: Managing Director

 [Signature Page to Acceleration Request – Underwriters]

CORRESP
 1
 filename1.htm

 GEMINI
SPACE STATION, INC.
600 Third Avenue, 2 nd Floor
New York, NY 10016

 September 10,
2025

 VIA EMAIL & EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets

 100 F Street, N.E.
Washington, DC 20549-3561

 Attn:
 Kate Tillan
 Robert Telewicz
 David Lin
 Irene Paik

 Re: Gemini Space Station, Inc. (the "Company") Registration
 Statement on Form S-1 (Registration No. 333-289665)

 Ladies and Gentlemen:

 Pursuant
to Rule 461(a) of the General Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request
that the effective date of the Company's Registration Statement on Form S-1 (File No. 333-289665) be accelerated by the Securities
and Exchange Commission to 4:00 p.m. Eastern Time on September 11, 2025, or as soon as practicable thereafter, or at
such other time as the Company or its legal counsel may request by telephone to the staff of the Securities and Exchange Commission.

 We request that we be notified
of such effectiveness by a telephone call to Ryan J. Dzierniejko of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3712
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Gemini Space Station, Inc.

 By:
 /s/
 Tyler Winklevoss

 Name:
 Tyler
 Winklevoss

 Title:
 Chief
 Executive Officer

 cc:

 Cameron Winklevoss, President, Gemini Space Station, Inc.

 Dan Chen, Chief Financial Officer, Gemini Space Station, Inc.

 Marshall Beard, Chief Operating Officer, Gemini Space Station, Inc.

 Tyler Meade, Chief Legal Officer, Gemini Space Station, Inc.

 Ryan J. Dzierniejko, Skadden,
Arps, Slate, Meagher & Flom LLP

 David J. Goldschmidt, Skadden,
Arps, Slate, Meagher & Flom LLP

 John Zelenbaba, Skadden,
Arps, Slate, Meagher & Flom LLP

 Joseph Hall, Davis Polk &
Wardwell LLP

 Daniel P. Gibbons, Davis
Polk & Wardwell LLP

 2

CORRESP
 1
 filename1.htm

 Skadden,
Arps, Slate, Meagher & Flom llp

 One
Manhattan West

 New
 York, NY 10001
 ________
 TEL: (212) 735-3000
 FAX: (212) 735-2000
 www.skadden.com
 FIRM/AFFILIATE

 OFFICES

 ______

 BOSTON

 CHICAGO

 HOUSTON

 LOS ANGELES

 PALO ALTO

 WASHINGTON, D.C.

 WILMINGTON

 _____

 ABU DHABI

 BEIJING

 BRUSSELS

 FRANKFURT

 HONG KONG

 LONDON

 MUNICH

 PARIS

 SÃO PAULO

 SEOUL

 SINGAPORE

 TOKYO

 September
 9, 2025
 TORONTO

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, DC 20549-3561

 Attn: David
Lin

   Irene Paik

   Kate Tillan

   Robert Telewicz

 Re: Gemini Space Station, Inc.
 Amendment No. 2 to Registration Statement on Form S-1
Filed September 2, 2025
File No. 333-289665

 On
behalf of our client, Gemini Space Station, Inc., a Nevada corporation (the " Company "), we hereby provide
responses to comments received from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
by letter dated September 5, 2025 (the " Comment Letter ") with respect to the above-referenced Amendment No. 2
to Registration Statement on Form S-1 filed with the Commission on September 2, 2025 (the " Registration Statement ").

 Concurrently
with the submission of this letter, the Company is filing, through the Commission's Electronic Data Gathering, Analysis and Retrieval
system, Amendment No. 3 to the Registration Statement (the " Amended Registration Statement ") in response
to the Staff's comments and certain other changes.

 The headings and paragraph
numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff's review, we have reproduced
the text of the Staff's comments in bold and italics below. All references to page numbers and captions (other than those in
the Staff's comments and unless otherwise stated) correspond to the page numbers and captions in the Amended Registration Statement.

 Securities and Exchange Commission

 September 9,
2025

 Page 2

 Risk
Factors
 Our amended and restated articles of incorporation will provide that the Eighth Judicial District Court of Clark
County, Nevada..., page 80

 1.             We
note your revised disclosure in response to prior comment 2. Please revise your disclosure here and on pages 186 - 187 to address
the following:

 · Please consider streamlining your disclosure in the first two paragraphs of this risk factor, as
much of the information appears redundant. In this regard, both paragraphs appear to summarize Section 11.1 of the form of Amended
and Restated Articles of Incorporation, although the second paragraph appears to be more consistent with the contents of Section 11.1.
Please revise as appropriate.

 · Section 11.1 of the form of Amended and Restated Articles of Incorporation states that the
 "exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any
other claim for which the federal courts have exclusive jurisdiction" (emphasis added), consistent with your disclosure in the second
paragraph of this risk factor. However, in the first paragraph of this risk factor, you disclose that the "exclusive forum provisions
will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Securities Exchange Act of 1934
..., or to any claim for which the U.S. federal courts have exclusive jurisdiction" (emphasis added). Please revise your disclosure
to reconcile this inconsistency.

 · Please expand your disclosure to describe Section 11.2 of the form of Amended and Restated
Articles of Incorporation.

 · We note that Section 11.2 of the form of Amended and Restated Articles of Incorporation states
that "[u]nless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the
United States shall be the sole and exclusive forum for the resolution of any claim asserting a cause of action arising under the Securities
Act of 1933, as amended, against any person in connection with any offering of the Corporation's securities, including, for the
avoidance of doubt, any auditor, underwriter, expert, control person, or other defendant, which person shall have the right to enforce
this clause." Please revise your disclosure to address any uncertainty around the enforceability of this provision, given the concurrent
jurisdiction provided in Section 22 of the Securities Act. Relatedly, we note your statement in the penultimate sentence of the second
paragraph of this risk factor that, "[h]owever, Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations
thereunder and, accordingly, we cannot be certain that a court would enforce such provision." It appears that you may have intended
to refer to the forum selection provision specified in Section 11.2, rather than in Section 11.1, with respect to this sentence.
Please revise or advise.

 The
Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages 82-83 and 188-189 of the
Amended Registration Statement in response to the Staff's comment. In particular, the Company has streamlined its disclosure
 on pages 82 and 188 of the Amended Registration Statement to improve clarity and
remove redundancies. Similarly, the Company has revised its disclosure on pages 82 and 188 of the Amended Registration Statement
to reconcile the inconsistency identified by the Staff in the Registration Statement and make clear that the exclusive forum
provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 (the
 "Exchange Act") or any other claim for which the federal courts have exclusive jurisdiction, consistent with
Section 11.1 of the Company's form of amended and restated articles of incorporation. Further, the Company has expanded
its disclosure on pages 82 and 188 of the Amended Registration Statement to describe Section 11.2 of its form of amended and
restated articles of incorporation. Relatedly, the Company has clarified in its disclosure that the concurrent jurisdiction provided
in Section 22 of the Securities Act of 1933 (the "Securities Act") results in uncertainty around the enforceability
of the provision specified in Section 11.2 of the Company's amended and restated articles of incorporation, summarized on
pages 82 and 188 of the Amended Registration Statement.

 Securities and Exchange Commission

 September 9,
2025

 Page 3

 Capitalization,
page 92

 2.             Given
the changes in your capitalization as a result of the Transactions and the Additional Borrowings, please include explanatory notes to
explain the adjustments reflected in the pro forma amounts. For example, define the term "Additional Borrowings," including
a description of the significant terms of the borrowings, and explain the changes to your cash and cash equivalents. In your response,
please clarify how the pro forma adjustments made to your capitalization table relate to the pro forma adjustments described on page 15
in your summary historical consolidated financial data. Additionally, please explain how your adjustment to reflect the conversion of
approximately $788 million of convertible notes and convertible term loans reconciles to your disclosure on page 12 which discusses
the conversion of approximately $695.6 million of convertible notes and convertible term loans.

 The Company respectfully acknowledges the
Staff's comment and advises the Staff that the Company has revised the disclosure on pages 94-95 to explain the adjustments
reflected in the pro forma amounts, including (i) the "Additional Borrowings," (ii) changes to cash and cash
equivalents, and (iii) reconciling the carrying amount of the Convertible Notes and Convertible Term Loans which as of
June 30, 2025 was $788.3 million, with the disclosure elsewhere in the prospectus discussing the conversion of approximately
$695.6 million of Convertible Notes and Convertible Term Loans. The carrying amount of the Convertible Notes and Convertible Term
Loans as of June 30, 2025 was $788.3 million, measured at fair value under ASC 825. The fair value reflects $146.7 million of
cumulative losses related to changes in fair value as well as cumulative gains of $5.8 million in instrument-specific credit risk,
recorded in accumulated other comprehensive income. The pro forma balance sheet as of June 30, 2025, eliminates the fair value
carrying amount of these loans and reflects the additional $37.9 million drawn under the Convertible Term Loans subsequent to
June 30, 2025. Upon the completion of this offering, all outstanding Convertible Notes and Convertible Term Loans, including
accrued and unpaid interest thereon through the closing date of this offering, will automatically convert into shares of common
stock. As a result, the total amount converting at the closing date of this offering is approximately $695.6 million, compared to a
carrying value of $788.3 million on our June 30, 2025 balance sheet. The difference primarily reflects (i) additional
draws of $37.9 million and additional accrued interest through the closing date of this offering of approximately $10.3 million and
(ii) the elimination of approximately $140.9 million, net, related to instrument-specific credit risk and other fair value
adjustments required under U.S. GAAP.

 Management's Discussion and Analysis
of Financial Condition and Results of Operations Quarterly Key Business Metrics, page 117

 3.             We
note your disclosure of exchange revenue by crypto asset for the one month period ended July 2025 and 2024. Tell us what consideration
you gave to balancing this disclosure by also providing exchange operating expenses or profit for the same one month periods.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that the Company presents exchange revenue by crypto asset as a key business metric as trading activity
in individual underlying crypto assets is a primary driver of its exchange revenue. The Company believes it provides investors with useful
insight into business mix, concentration risk and market exposure. Additionally, this key business metric also shows the Company's
exchange's ability to adapt to new crypto assets and shifting customer demand. The Company believes this presentation is consistent
with how management evaluates the business and with industry practice among comparable companies.

 By contrast, the Company does not present exchange
operating expenses or profit by crypto asset or exchange operating expenses or profit at an aggregated exchange level, as (i) these
metrics are not how management evaluates performance and (ii) it is not feasible to assign or attribute operating expenses to specific
crypto assets. Exchange operating expenses are generally incurred on a platform-wide basis, including technology infrastructure, custody
and security, compliance, and personnel, and do not vary in a manner that is attributable to a specific crypto asset. Furthermore, costs
associated with operating the exchange are embedded within multiple expense categories. Because these costs support the platform as a
whole, rather than specific revenue sources, trading pairs or assets, it is not practicable to isolate them as a discrete line item without
applying arbitrary allocations. The Company believes that presenting operating expenses by function on a quarterly basis provides investors
with the most relevant insight into cost structure and profitability, and that such presentation provides sufficiently balanced information
for investors to meaningfully evaluate exchange revenue and exchange operating expenses.

 Securities and Exchange Commission

 September 9,
2025

 Page 4

 For these reasons, the Company respectfully submits
that its disclosures of exchange revenue by crypto asset as a key business metric is balanced and useful to investors and that providing
operating expenses or profit would not enhance comparability or understanding. The Company further respectfully notes that it has included
customary cautionary disclosures that this metric is not intended to be viewed as a substitute for financial statements prepared in accordance
with U.S. GAAP.

 Description
of Capital Stock
 Provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, page 185

 4.             We
note your revised disclosure in response to prior comment 8 that the limited jury waiver provision in your amended and restated articles
of incorporation is intended to apply to any and all "internal actions" (as defined in NRS 78.046) to the fullest extent not
inconsistent with any applicable U.S. federal laws (including the Securities Act and the Exchange Act). Please further revise your disclosure
here and on pages 80 – 81 to clearly state whether such provision applies to claims under the Securities Act or the Exchange
Act. If not, please also ensure that the limited jury waiver provision in your amended and restated articles of incorporation states this
clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.

 The
Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages 82-83 and 188-189 of the
Amended Registration Statement to make clear the application of limited jury waiver provision in the Company's form of amended
and restated articles of incorporation to claims under the Securities Act or the Exchange Act. In response to the Staff's
comment, the Company will continue to include clear disclosure regarding its limited jury waiver provision in the Company's
future filings of the Description of Capital Stock exhibit required by Item 601(b)(4) of Regulation S-K as well as in future
filings describing its amended and restated articles of incorporation. Additionally, the Company intends to include the risk factor
addressing the limited waiver of trial by jury on pages 82-83 of the Amended Registration Statement in its future filings
with the Commission, including Annual Reports on Form 10-K, to keep investors informed of its application to any actions
arising under the Securities Act or Exchange Act.

 * * * * *

 Securities and Exchange Commission

 September 9,
2025

 Page 5

 Please contact me at (212)
735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.

 Very truly yours,

 /s/ Ryan J. Dzierniejko

 cc: Tyler Winklevoss, Chief Executive Officer, Gemini Space Station, Inc.
Cameron Winklevoss, President, Gemini Space Station, Inc.
Dan Chen, Chief Financial Officer, Gemini Space Station, Inc.
Marshall Beard, Chief Operating Officer, Gemini Space Station, Inc.
Tyler Meade, Chief Legal Officer, Gemini Space Station, Inc.
David Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP
Joseph Hall, Davis Polk & Wardwell LLP
Daniel P. Gibbons, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 9, 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 Registration Statement on Form S-1
 Filed September 9, 2025
 File No. 333-289665
Dear Tyler Winklevoss:

 We have reviewed your amended 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.

Amendment No. 3 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Collaboration Agreement and Concurrent Private Placement, page 6

1. We note that Nasdaq has agreed to purchase $50 million of your Class A
common
 stock in a private placement in connection with the offering. Please
consider including
 risk factor disclosure regarding any conflicts of interest, regulatory
risks and
 governance risks to the extent material. In this regard, please tell us,
with a view
 toward disclosure, whether Nasdaq has participated in a private
placement concurrent
 with the IPO of a company listing on the exchange before, and whether
the novelty of
 this relationship creates additional uncertainty and risk.
2. We note that on September 8, 2025, you entered into a definitive term
sheet relating to
 your prospective collaboration agreement with Nasdaq. To the extent this
term sheet
 September 9, 2025
Page 2

 contains binding provisions that are material to you, please describe in
greater detail
 the material terms of the term sheet and include quantified disclosure
thereof, as
 applicable. Please also disclose any material risks related to this
arrangement (e.g.,
 conflicts of interest, etc.).
Ripple Cobranded Card, page 6

3. To the extent material to your business, please disclose the material
terms of any
 agreement, arrangement, or understanding you have with Ripple in
connection with
 the Ripple co-branded credit card, which you disclose that you launched
on August
 25, 2025. Also, please file any documents memorializing the same as
exhibits, if
 required by Item 601 of Regulation S-K. Please also balance your
disclosure in this
 section. In that regard, we note your disclosure on page 103 that Card
Sign-Ups
 should be evaluated together with Cards Issued, transaction volume, and
related
 receivables to provide a comprehensive view of card program performance.
 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 5, 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 Registration Statement on Form S-1
 Filed September 2, 2025
 File No. 333-289665
Dear Tyler Winklevoss:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our August 28,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
Our amended and restated articles of incorporation will provide that the Eighth
Judicial
District Court of Clark County, Nevada..., page 80

1. We note your revised disclosure in response to prior comment 2. Please
revise your
 disclosure here and on pages 186 - 187 to address the following:
 Please consider streamlining your disclosure in the first two
paragraphs of this
 risk factor, as much of the information appears redundant. In this
regard, both
 paragraphs appear to summarize Section 11.1 of the form of Amended
and
 Restated Articles of Incorporation, although the second paragraph
appears to be
 more consistent with the contents of Section 11.1. Please revise as
appropriate.
 Section 11.1 of the form of Amended and Restated Articles of
Incorporation states
 September 5, 2025
Page 2

 that the "exclusive forum provisions will not apply to suits brought
to enforce any
 liability or duty created by the Exchange Act or any other claim for
which the
 federal courts have exclusive jurisdiction" (emphasis added),
consistent with your
 disclosure in the second paragraph of this risk factor. However, in
the first
 paragraph of this risk factor, you disclose that the "exclusive
forum provisions
 will not apply to suits brought to enforce any liability or duty
created by the
 Securities Act or the Securities Exchange Act of 1934 ..., or to any
claim for which
 the U.S. federal courts have exclusive jurisdiction" (emphasis
added). Please
 revise your disclosure to reconcile this inconsistency.
 Please expand your disclosure to describe Section 11.2 of the form
of Amended
 and Restated Articles of Incorporation.
 We note that Section 11.2 of the form of Amended and Restated
Articles of
 Incorporation states that "[u]nless the Corporation consents in
writing to the
 selection of an alternative forum, the federal district courts of
the United States
 shall be the sole and exclusive forum for the resolution of any
claim asserting a
 cause of action arising under the Securities Act of 1933, as
amended, against any
 person in connection with any offering of the Corporation's
securities, including,
 for the avoidance of doubt, any auditor, underwriter, expert,
control person, or
 other defendant, which person shall have the right to enforce this
clause." Please
 revise your disclosure to address any uncertainty around the
enforceability of this
 provision, given the concurrent jurisdiction provided in Section 22
of the
 Securities Act. Relatedly, we note your statement in the penultimate
sentence of
 the second paragraph of this risk factor that, "[h]owever, Section
22 of the
 Securities Act creates concurrent jurisdiction for federal and state
courts over all
 suits brought to enforce a duty or liability created by the
Securities Act or the
 rules and regulations thereunder and, accordingly, we cannot be
certain that a
 court would enforce such provision." It appears that you may have
intended to
 refer to the forum selection provision specified in Section 11.2,
rather than in
 Section 11.1, with respect to this sentence. Please revise or
advise.
Capitalization, page 92

2. Given the changes in your capitalization as a result of the Transactions
and the
 Additional Borrowings, please include explanatory notes to explain the
adjustments
 reflected in the pro forma amounts. For example, define the term
"Additional
 Borrowings," including a description of the significant terms of the
borrowings, and
 explain the changes to your cash and cash equivalents. In your response,
please clarify
 how the pro forma adjustments made to your capitalization table relate
to the pro
 forma adjustments described on page 15 in your summary historical
consolidated
 financial data. Additionally, please explain how your adjustment to
reflect the
 conversion of approximately $788 million of convertible notes and
convertible term
 loans reconciles to your disclosure on page 12 which discusses the
conversion
 of approximately $695.6 million of convertible notes and convertible
term loans.
 September 5, 2025
Page 3
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Quarterly Key Business Metrics, page 117

3. We note your disclosure of exchange revenue by crypto asset for the one
month
 period ended July 2025 and 2024. Tell us what consideration you gave to
balancing
 this disclosure by also providing exchange operating expenses or profit
for the same
 one month periods.
Description of Capital Stock
Provisions of our Amended and Restated Articles of Incorporation and Amended
and
Restated Bylaws, page 185

4. We note your revised disclosure in response to prior comment 8 that the
limited jury
 waiver provision in your amended and restated articles of incorporation
is intended to
 apply to any and all "internal actions" (as defined in NRS 78.046) to
the fullest extent
 not inconsistent with any applicable U.S. federal laws (including the
Securities Act
 and the Exchange Act). Please further revise your disclosure here and on
pages 80
 81 to clearly state whether such provision applies to claims under the
Securities Act or
 the Exchange Act. If not, please also ensure that the limited jury
waiver provision in
 your amended and restated articles of incorporation states this clearly,
or tell us how
 you will inform investors in future filings that the provision does not
apply to any
 actions arising under the Securities Act or Exchange Act.

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Skadden,
Arps, Slate, Meagher & Flom llp

 One Manhattan
West

 New
York, NY 10001

 TEL: (212) 735-3000

 FAX: (212) 735-2000

 www.skadden.com

 September 2, 2025 FIRM/AFFILIATE
OFFICES

 BOSTON

 CHICAGO

 HOUSTON

 LOS ANGELES

 PALO ALTO

 WASHINGTON, D.C.

 WILMINGTON

 ABU DHABI

 BEIJING

 BRUSSELS

 FRANKFURT

 HONG KONG

 LONDON

 MUNICH

 PARIS

 SÃO PAULO

 SEOUL

 SINGAPORE

 TOKYO

 TORONTO

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, DC 20549-3561

 Attn: 
 David Lin

 Irene Paik

 Kate Tillan

 Robert Telewicz

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

 On
behalf of our client, Gemini Space Station, Inc., a Nevada corporation (the " Company "), we hereby provide
responses to comments received from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
by letter dated August 28, 2025 (the " Comment Letter ") with respect to the above-referenced Registration Statement
on Form S-1 filed with the Commission on August 15, 2025 and the above-referenced Amendment No. 1 to Registration Statement
on Form S-1 filed with the Commission on August 21, 2025 (the " Registration Statement ").

 Concurrently
with the submission of this letter, the Company is filing, through the Commission's Electronic Data Gathering, Analysis and Retrieval
system, Amendment No. 2 to the Registration Statement (the " Amended Registration Statement ") in response
to the Staff's comments and to reflect insertion of the price range and certain other changes.

 Securities and Exchange Commission

 September 2, 2025

 Page 2

 The headings and paragraph
numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff's review, we have reproduced
the text of the Staff's comments in bold and italics below. All references to page numbers and captions (other than those in
the Staff's comments and unless otherwise stated) correspond to the page numbers and captions in the Amendment.

 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.

 The Company respectfully acknowledges the Staff's
comment and has revised its disclosure on pages 100-101 of the Amended Registration Statement in response to the Staff's comment.

 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 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.

 The Company respectfully acknowledges the Staff's
comment and has revised its disclosure on pages 80-81 and 186 of the Amended Registration Statement in response to the Staff's
comment to clarify that its amended and restated articles of incorporation will provide that, unless the Company consents in writing to
the selection of an alternative forum, the Eighth Judicial District Court of the State of Nevada sitting in Clark County, Nevada will
be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative, but such exclusive
forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which
the federal courts have exclusive jurisdiction.

 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.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that it does not have a current specific plan for the proceeds and has not yet determined the kind or amount
of the specific indebtedness to be repaid, if any. Whether the Company will use the proceeds to repay third-party indebtedness will depend
on, among other things, the Company's results of operations, financial condition, and the amount of expenditures incurred in connection
with its operations and other business activities. The Company has revised its disclosure on pages 10-11 and 90 of the Amended Registration
Statement in response to the Staff's comment to remove references to the Galaxy Lending Agreement and the Master Repurchase Agreement
with NYDIG Funding LLC.

 Securities and Exchange Commission

 September 2, 2025

 Page 3

 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.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that capitalization was calculated correctly; however total indebtedness did not reconcile as the current
portion of the related party loans had been inadvertently excluded. The Company has revised its disclosures to include the omitted loan
on page 92 of the Amended Registration Statement in response to the Staff's comment.

 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.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that it has revised the share count bullets on pages 12-13 to reflect the aggregate number of grants
that will be made in connection with this offering. Of these grants, only 806,313 RSUs will vest and settle in connection with the closing
of this offering, based on the midpoint of the price range set forth on the cover page of the prospectus. The Company does not believe
these vested grants are material to the overall capitalization of the Company upon the closing of the offering (i.e. they represent only
0.69% of issued and outstanding shares, assuming the underwriters do not exercise their option to purchase additional shares) and has
removed the concept of Vested IPO Grants from its disclosure. All grants to be made in connection with the closing of the offering are
described in the revised disclosure on pages 164-174.

 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.

 The Company respectfully acknowledges the Staff's
comment and refers the Staff to the letter it confidentially submitted to the Staff on September 1, 2025, which was accompanied by
the Company's request for confidential treatment pursuant to Rule 83 of the Commission's Rules on Information and
Requests, 17 C.F.R. § 200.83.

 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.

 The
Company respectfully acknowledges the Staff's comment and has revised its disclosure on page 151 of the Amended Registration
Statement in response to the Staff's comment.

 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 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.

 The Company respectfully acknowledges the Staff's
comment and has revised its disclosure on pages 80-81 and 186-187 of the Amended Registration Statement in response to the Staff's
comment.

 Securities and Exchange Commission

 September 2, 2025

 Page 4

 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.

 The
Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages F-89 and F-90 of the Amended
Registration Statement in response to the Staff's comment to clarify the features of the term loans that result in fair value accounting
and the authoritative literature that supports its accounting conclusion.

 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.

 The Company respectfully acknowledges the Staff's
comment and has filed a revised Exhibit 5.1 opinion with the Amended Registration Statement 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.

 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.

 The Company respectfully acknowledges the Staff's
comment and has filed a revised Exhibit 5.1 opinion with the Amended Registration Statement that does not include the assumption
set forth in romanette (v) in the fourth paragraph of the prior Exhibit 5.1 opinion.

 * * * * *

 Securities and Exchange Commission

 September 2, 2025

 Page 5

   Please contact me at (212)
735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.

 Very truly yours,

 /s/ Ryan J. Dzierniejko

 cc: Tyler Winklevoss, Chief Executive Officer, Gemini Space Station, Inc.
Cameron Winklevoss, President, Gemini Space Station, Inc.
Dan Chen, Chief Financial Officer, Gemini Space Station, Inc.
Marshall Beard, Chief Operating Officer, Gemini Space Station, Inc.
Tyler Meade, Chief Legal Officer, Gemini Space Station, Inc.
David Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP
Joseph Hall, Davis Polk & Wardwell LLP
Daniel P. Gibbons, Davis Polk & Wardwell LLP

CORRESP
 1
 filename1.htm

 Skadden, Arps, Slate, Meagher &
Flom llp

 One Manhattan
 West
 New York,
 NY 10001

 TEL: (212) 735-3000
 FAX: (212) 735-2000
 www.skadden.com

 FIRM/AFFILIATE OFFICES

 BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON

 CERTAIN
PROVISIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED
BY THE MARKER "[***]".

ABU DHABI
BEIJING
BRUSSELS
FRANKFURT

August 29, 2025
 HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SINGAPORE
TOKYO
TORONTO

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, DC 20549-3561

 Attn:
 David Lin

 Irene Paik

 Kate Tillan

 Robert Telewicz

 Re: Gemini Space Station, Inc.
 Registration Statement on Form S-1
CIK No. 0002055592; No. 333-289665

 On behalf of our client,
Gemini Space Station, Inc., a Nevada corporation (the " Company "), we are submitting this letter in connection
with the Comment #6 received from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
by letter dated August 28, 2025 (the " Comment Letter ") with respect to the above-referenced Registration Statement
on Form S-1 filed with the Commission on August 15, 2025, as amended on August 21, 2025 (as so amended, the " Registration
Statement ").

 Because of the commercially
sensitive nature of the information contained herein, this submission is accompanied by our request, on behalf of the Company, for confidential
treatment of selected portions of this letter pursuant to Rule 83 of the Commission's Rules on Information and Requests,
17 C.F.R. § 200.83 and the Freedom of Information Act.

 Securities and Exchange Commission
August 29, 2025
Page 2

 Overview

 Historically, the Company
has issued to certain employees non-voting incentive units that act as profits interests and phantom profits interests. The incentive
units only participate above an established threshold and vest over a stated period of time. Profit interest units permit holders to participate
in increases in value of the Company. Phantom profit units perform a similar function for non-US employees.

 The Company's discussion
of its incentive unit-based compensation in the Registration Statement is primarily contained in Note 17. Stock-based Compensation
to the Company's audited consolidated financial statements as of and for the year ended December 31, 2024.

 There is no public market
for the Company's equity units because the Company is private. As such, the Company determined the fair value of its incentive units
with the assistance of valuations conducted by independent third-party valuation specialists, a nationally recognized "Big-4"
audit and assurance firm. However, the Company assumed responsibility for the estimates of fair value of its incentive units in the financial
statements. The Company utilized methodologies, approaches and assumptions consistent with the American Institute of Certified Public
Accountants (" AICPA ") Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued
as Compensation . The Company believes that the determination of the estimated fair values of the Company' equity was fair and
reasonable at the time they were made. The fair value of the Company's equity on a marketable, controlling interest basis was as
follows:

 Valuation Date
 Capitalized value
 Date of Valuation Report

 3/31/24
 [***]
 9/12/24

 9/30/24
 [***]
 2/4/25

 3/31/25
 [***]
 5/12/25

 All awards granted between
2024 and 2025 were assigned valuations performed by independent third-party valuation specialists, including the following:

 ● the rights and preferences of the incentive units relative to those of the Company's voting common units, including vesting
terms, rights to distributions and voting rights,

 ● the Company's business strategy, external market conditions affecting the cryptocurrency industry, and trends within the cryptocurrency
industry,

 ● the Company's financial position, including cash on hand, indebtedness, and its historical and forecasted performance and operating
results,

 ● the Company's stage of development in its acquisition strategy

 ● the likelihood of achieving a liquidity event, such as an initial public offering, in light of prevailing market conditions, and

 ● the analysis of initial public offerings and the market performance of similar companies in the cryptocurrency industry.

 Historical Fair Value Determination Methodology

 The Company's management
determined the Company's equity value by utilizing a third-party independent valuation expert's input and generally considering
the income and market approach valuation. The income approach estimates value based on the expectation of future cash flows that a company
will generate. These future cash flows are discounted to their present values using an appropriate discount rate based on a weighted-average
cost of capital and are adjusted to reflect the risks inherent in the Company achieving these estimated cash flows. The market approach
estimates value based on a comparison of the subject company to comparable public companies in a similar line of business. From the comparable
companies, a representative market value multiple is determined and then applied to the subject company's financial forecasts to
estimate the value of the subject company.

 Securities and Exchange Commission
August 29, 2025
Page 3

 The valuations of the Company's
equity from March 31, 2024 to March 31, 2025 fluctuated primarily due to fluctuations in revenue and the Company approaching
its estimated initial public offering date of September 30, 2025. The Company experienced a decrease in revenue beginning in April 2024
through October 2024, which resulted in a decreased valuation for the September 30, 2025 valuation. While the Company's
revenue increased temporarily in November 2024 and December 2024 following the U.S. presidential election, this period was evaluated
as too short and was not determinative enough to be deemed representative of a sustainable trend. As a result, the Company determined
it did not provide sufficient basis to revise the overall revenue forecast upward and thus increase the Company's equity valuation.
By March 2025, the Trump administration had taken office and brought continued focus to the cryptocurrency industry, which allowed
revenue to continue trending positively through 2025 such that it was reasonable to increase revenue forecasts and therefore the Company's
valuation on March 31, 2025.

 Incentive Unit Grants

 Between January 1, 2024
and the date hereof, the Company has issued the following incentive units:

 Date of Grant
 Units Granted
 Equity
 Valuation
 Date
 Utilized
 Date of
 Valuation
 Report
 Capitalized value
 Weighted equity
 value
 PIU Threshold
 Granted ($)
 Grant
 threshold >=
 equity value

 15-May-2024
 [***]
 6/30/23
 9/19/23
 [***]
 [***]
 [***]
 YES

 11-Jun-2024
 [***]
 6/30/23
 9/19/23
 [***]
 [***]
 [***]
 YES

 02-Aug-2024
 [***]
 3/31/24
 9/12/24
 [***]
 [***]
 [***]
 YES

 30-Sep-2024
 [***]
 3/31/24
 9/12/24
 [***]
 [***]
 [***]
 YES

 26-Dec-2024
 [***]
 3/31/24
 9/12/24
 [***]
 [***]
 [***]
 YES

 27-Dec-2024
 [***]
 3/31/24
 9/12/24
 [***]
 [***]
 [***]
 YES

 24-Jan-2025
 [***]
 3/31/24
 9/12/24
 [***]
 [***]
 [***]
 YES

 30-Jan-2025
 [***]
 3/31/24
 9/12/24
 [***]
 [***]
 [***]
 YES

 n/a
 n/a
 9/30/24
 2/4/25
 [***]
 [***]
 n/a
 n/a

 n/a
 n/a
 3/31/25
 5/12/25
 [***]
 [***]
 n/a
 n/a

 Note:
In the Company's correspondence with the valuation specialist, the Company's valuation specialist noted that the January 2025
PIUs were granted at participation threshold valuations of $ [***], which was above the fair values indicated in September 2024
($[***]) and March 2025 ($[***]). The participation threshold is generally set at or above the fair value on the grant date to ensure
that value only accrues to participants upon the creation of incremental shareholder value. The associated capitalized value for those
grants was therefore in excess of $[***]. They also noted that the lower bounds for their valuation for tax purposes would have been even
lower on a fair value basis based on the Series B and related party debt conversions, which can have a dilution impact of [***]%
based on a pre-money valuation range of $[***] (Exhibit 1).

 For incentive units granted
between valuation dates, the Company considered the amount of time between the valuation date and the grant date, the number of shares
issued, and similarity of performance metrics including revenue, and any issuance of additional debt to determine whether to use the estimated
fair value as of the last valuation for financial reporting purposes or to make modification to such estimated fair value based on the
factors described above. The Company performed valuations twice per year to ensure the valuations assigned to specific classes of profit
units were accurate and considered the frequently evolving cryptocurrency industry.

 Securities and Exchange Commission
August 29, 2025
Page 4

 Comparison of the Fair Value per Common
Share Used for Share-Based Compensation Expense and the Estimated Offering Price

 The
Company supplementally advises the Staff that on August 28, 2025, representatives of the underwriters (the " Representatives "),
on behalf of the several underwriters for the IPO, advised the Company that, based on then-current market conditions, they anticipated
that the underwriters would recommend to the Company a preliminary price range of $ [***] to $[***] per share (the " Preliminary
Price Range "), resulting in a midpoint of the Preliminary Price Range of $[***] per share (the " Midpoint Price ").
The Midpoint Price equates to an approximately $[***] billion capitalized valuation (the " Midpoint Valuation "). As
is typical for initial public offerings, the Preliminary Price Range was not derived using a formal determination of fair value but was
determined as a result of discussions among the Board, the Company's management team and the Representatives, and took into account
the general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of comparable
companies, the Company's financial condition and prospects, estimates of business potential and earnings prospects for the Company
and the industry in which it operates and valuation metrics for and recent performance of initial public offerings of publicly traded
companies similar in industry and/or business model as the Company.

 The
Company advises the Staff that the difference between the most recent grant date (the " January Grant Date ") capitalized
valuation of $ [***] billion and the $[***] billion Midpoint Valuation is attributable to a number of factors, including:

 ● The Preliminary Price Range does not take into account the current lack of liquidity for the Company's
common stock and assumes a successful IPO with no weighting attributed to any other exit scenario such as those contemplated under the
going concern scenario.

 ● The Preliminary Price Range does not take into account the liquidation preference of the Company's
convertible preferred stock and convertible notes, which represent a significant component of the Company's capitalization as of
the most January Grant Date. This liquidation preference results in a lower proportion of the Company's overall value being
attributable to common stockholders as of the January Grant Date under the going concern scenario as compared to in the event of
a successful IPO.

 ● Since the January Grant Date, the Company has taken several steps towards the successful completion
of an IPO, which includes the Company receiving additional feedback from potential qualified investors during "testing-the-waters"
meetings.

 ● In October 2023, the NY Attorney General filed a lawsuit against Genesis Global Company (" GGC "
or " Genesis "), its parent company Digital Currency Group (" DCG "), and Gemini Trust Company (" Gemini ")
for defrauding investors participating in the Company's "Earn Program". Following this lawsuit, Gemini experienced a
year of revenue decline in 2024 and reputational injury which led to lower transaction volumes and customers. During this time, Gemini
incurred high operating costs including legal costs and its previous growth strategy shifted to manage the impact from the lawsuit allegations.
To cover operational costs, the Company entered into debt agreements throughout 2023 and 2024.

 ● Beginning in 2025, the Company has re-engaged its growth strategy through its increased participation
in marketing and its growing service offerings including trading tokenized stocks in the EU and institutional Solana staking. Additionally,
the Trump administration is pushing advancements and removing regulation that had historically provided limitations on the expansion of
the cryptocurrency industry. In August 2025 an executive order was signed to allow cryptocurrency into 401K accounts and in July 2025
the House of Representatives passed the Guiding and Establishing National Innovation for U.S. Stablecoins Act, a law that establishes
a federal framework for regulating payment stablecoins. The general sentiment of cryptocurrency has significantly increased in 2025 as
reflected by the material recent growth of peer public company's valuations.

 ● The market prices of publicly traded common stock of comparable companies, as well as the performance
of recent IPOs in the technology industry, suggest a more favorable market for the Company to execute an IPO than market conditions on
the January Grant Date (following the announcement of proposed tariffs by the United States in early April 2025 and subsequent
cooling of capital markets activity).The Preliminary Price Range does not apply a discount to present value for the IPO and does not include
a DLOM, as an active trading market for the Company's common stock is expected to exist following the IPO.

 Securities and Exchange Commission
August 29, 2025
Page 5

 The Midpoint Valuation further
reflects the market sentiment and the strategic growth opportunities expected to continue to enhance the Company's future performance
and market position, as illustrated below by our peer group's performance:

 Company
 March 31, 2025
 Price
 IPO
Price
 August 28, 2025
 Price
 Change

 Coinbase [NASD: COIN]
 193.95

 308.47
 +59%

 Robinhood [NASD: HOOD]
 41.62

 103.69
 +149%

 Circle [NYSE: CRCL]

 31.00
 130.94
 +322%

 Bullish [NYSE: BLSH]

 37.00
 64.43
 +74%

 We thank you in advance for
your consideration of the foregoing.

 * * * * *

 Securities and Exchange Commission
August 29, 2025
Page 6

 Please contact me at (212)
735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.

 Very truly yours,

 /s/ Ryan J. Dzierniejko

 cc: Tyler Winklevoss, Chief Executive Officer, Gemini Space Station, Inc.
Cameron Winklevoss, President, Gemini Space Station, Inc.
Dan Chen, Chief Financial Officer, Gemini Space Station, Inc.
Marshall Beard, Chief Operating Officer, Gemini Space Station, Inc.
Tyler Meade, Chief Legal Officer, Gemini Space Station, Inc.
David Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP
Joseph Hall, Davis Polk & Wardwell LLP
Daniel P. Gibbons, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Skadden,
 Arps, Slate, Meagher & Flom llp
 One Manhattan
 West
 New York,
 NY 10001

 TEL: (212) 735-3000
 FAX: (212) 735-2000
 www.skadden.com

 FIRM/AFFILIATE OFFICES

 -----------

 BOSTON

 CHICAGO

 HOUSTON

 LOS ANGELES

 PALO ALTO

 WASHINGTON, D.C.

 WILMINGTON

 -----------

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 BEIJING

 BRUSSELS

 FRANKFURT

 HONG KONG

 LONDON

 MUNICH

 PARIS

 SÃO PAULO

 SEOUL

 SINGAPORE

 TOKYO

 August 15, 2025
 TORONTO

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, DC 20549-3561

 Attn:
 David Lin Irene Paik Kate Tillan Robert Telewicz

 Re: Gemini Space Station, Inc.
 Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted July 24, 2025
CIK No. 0002055592

 On
behalf of our client, Gemini Space Station, Inc., a Nevada corporation (the " Company "), we hereby provide
responses to comments received from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
by letter dated August 12, 2025 (the " Comment Letter ") with respect to the above-referenced Amendment No. 3
to Draft Registration Statement on Form S-1 confidentially submitted to the Commission on July 24, 2025 (the " Amendment ").

 Concurrently
with the submission of this letter, the Company is filing, through the Commission's Electronic Data Gathering, Analysis and Retrieval
system, a Registration Statement on Form S-1 (the " Registration Statement ") in response to the Staff's
comments and to reflect certain other changes.

 The headings and paragraph
numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff's review, we have reproduced
the text of the Staff's comments in bold and italics below. All references to page numbers and captions (other than those in
the Staff's comments and unless otherwise stated) correspond to the page numbers and captions in the Registration Statement.

 Securities and Exchange Commission

 August 15, 2025

 Page 2

 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.

 The
Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages 153-155 of the Registration
Statement to clarify each person's term of office as director and the periods during which they served as such. Further, the
Company has revised its disclosure to discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that each person should serve as a director.

 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.

 The
Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages 192-193 of the
Registration Statement in response to the Staff's comment. In particular, the Company has revised its disclosure to identify
with more specificity the category of persons eligible to participate in the directed share program, address the process that
prospective participants will follow to participate in the program, the manner in which the Company will communicate with
prospective participants about the program, when and how the Company will determine the allocation for the program, and whether such
allocation will change depending on the interest level of potential participants. The Company has also revised its disclosure to
include other material features of the directed share 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.

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that while the proceeds from its related party crypto loans are subject to contractual sale restrictions
under the related party loan agreements, these provisions are intended to preserve capital reserves for regulatory and fiduciary purposes
at the subsidiary level, rather than limit liquidity in all circumstances. In the event of significant market or liquidity stress, the
applicable subsidiary may sell such assets to meet its regulatory obligations, consistent with the purpose of maintaining the capital
reserve. Additionally, as discussed in prior comment 3, while the crypto assets were initially obtained through a borrowing facility at
the parent company, they were subsequently contributed to the regulated subsidiary under a formal capital contribution agreement. At the
subsidiary level, the assets are not restricted by the terms of the agreement.

 Securities and Exchange Commission

 August 15, 2025

 Page 3

 Further,
the Company respectfully advises the Staff that the Company believes that the disclosures required by ASC 350-60-50-6 are addressed in
the Company's financial statement footnotes to the consolidated financial statements included in the Registration Statement, including
within Note 7. Crypto Assets Held and Note 13. Related Party Loans and Convertible Notes, which provide disclosure on the
fair value of crypto assets held, the nature of certain restrictions on some of these assets arising from their designation as regulatory
capital reserves, and the terms of the restrictions being subject to regulatory requirements and the related party loans. In response
to the Staff's comment, the Company has revised its disclosure on pages F-39 and F-80 of the Registration Statement to improve
the clarity and prominence of its disclosures required by ASC 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).

 The Company respectfully acknowledges the Staff's
comment and has revised Exhibits 10.2 and 10.3 of the Registration Statement to include on the first page the legend required by
Item 601(b)(10(iv).

 * * * * *

 Securities and Exchange Commission

 August 15, 2025

 Page 4

 Please contact me at (212)
735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.

 Very
 truly yours,

 /s/
 Ryan J. Dzierniejko

 cc: Tyler Winklevoss, Chief Executive Officer, Gemini Space Station, LLC
Cameron Winklevoss, President, Gemini Space Station, LLC
Dan Chen, Chief Financial Officer, Gemini Space Station, LLC
Marshall Beard, Chief Operating Officer, Gemini Space Station, LLC
Tyler Meade, Chief Legal Officer, Gemini Space Station, LLC
David Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP
Joseph Hall, Davis Polk & Wardwell LLP
Daniel P. Gibbons, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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