Form 8-K

8-K — Gemini Space Station, Inc.

Accession: 0001104659-26-115771

Filed: 2026-10-14

Period: 2026-10-14

CIK: 0002055592

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2626033d4_8k.htm (Primary)

EX-5.1 — EXHIBIT 5.1 (tm2626033d4_ex5-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 14, 2026

Gemini Space Station, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

001-42836

(Commission File Number)

33-3263417

(I.R.S. Employer Identification

Number)

600 Third Avenue, 2nd Floor

New York, NY 100161

(Address of principal executive offices) (Zip code)

(646) 751-4401

(Registrant's

telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, $0.001 par value per share

GEMI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company x

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨

We use this address for receiving mail and correspondence to our principal executive office located in New York, NY.

Item 8.01 Other Events.

On October 14, 2026, Gemini Space Station, Inc.

(the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to the Company’s registration

statement on Form S-3 (Registration No. 333-299242) with the Securities and Exchange Commission, registering the potential resale of up

to 7,142,857 shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A common stock”),

by the investor named thereunder. The registration of such shares of Class A common stock does not necessarily mean that such investor

will offer to sell all or any portion of such shares, and it is under no obligation to do so.

The legal opinion as to the validity of the shares

of Class A common stock covered by the Prospectus Supplement under Nevada law is attached hereto as Exhibit 5.1 and is incorporated by

reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

5.1

Opinion of Brownstein Hyatt Farber Schreck, LLP.

23.1

Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of

1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

October 14, 2026

GEMINI SPACE STATION, INC.

By:

/s/ Danijela Stojanovic

Danijela Stojanovic

Interim Chief Financial Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2626033d4_ex5-1.htm · Sequence: 2

Exhibit 5.1

Brownstein Hyatt Farber Schreck, LLP

702.382.2101 main

100 North City Parkway, Suite 1600

Las Vegas, Nevada 89106

October 14, 2026

Gemini Space Station, Inc.

600 Third Avenue, 2nd Floor

New York, NY 10016

To the addressee set forth above:

We have acted as local Nevada counsel to Gemini

Space Station, Inc., a Nevada corporation (the “Company”), in connection with the registration for resale, from time

to time, by Winklevoss Capital Fund, LLC, a Delaware limited liability company (the “Selling Securityholder”), of up

to 7,142,857 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Common

Stock”), issued and sold pursuant to the Securities Purchase Agreement, dated as of May 14, 2026 (the “SPA”),

by and between the Company and the Selling Securityholder, as described in the Company’s Registration Statement on Form S-3 (File

No. 333-299242) (the “Registration Statement”), including the base prospectus, dated October 14, 2026, contained therein

(the “Base Prospectus”), as supplemented by the prospectus supplement, dated October 14, 2026 (together with the Base

Prospectus, the “Prospectus”), each as filed with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended (the “Act”). This opinion letter is being delivered at your request pursuant

to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In our capacity as such counsel, we are familiar

with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance, offering and resale

of the Shares as contemplated by the SPA and as described in the Registration Statement and the Prospectus. For purposes of this opinion

letter, and except to the extent set forth in the opinion below, we have assumed that all such proceedings have been or will be timely

completed in the manner presently proposed in the SPA, the Registration Statement and the Prospectus.

For purposes of issuing this opinion letter, we

have (a) made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise

identified to our satisfaction as being true copies, of (i) the SPA, (ii) the Registration Statement and the Prospectus, (iii) the Company’s

articles of incorporation and bylaws, each as amended to date, and (iv) such other agreements, instruments, corporate records (including,

without limitation, resolutions adopted by the board of directors and any committee thereof and by the stockholders of the Company) and

documents, or forms thereof, as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and (b) obtained

from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates,

representations, assurances and public filings as we have deemed necessary or appropriate.

Gemini Space Station, Inc.

October 14, 2026

Page 2

Without limiting the generality of the foregoing,

in our examination, we have, with your permission, assumed without independent verification, that (i) each agreement, instrument or other

document (or form thereof) we have reviewed or which is referenced herein has been duly executed and delivered by the parties thereto

to the extent due execution and delivery are prerequisites to the effectiveness thereof; (ii) the statements of fact and all representations

and warranties set forth in the documents we have examined are true and correct as to factual matters, in each case as of the date hereof

and as of the date or dates of such documents; (iii) each natural person executing a document at all relevant times had sufficient legal

capacity to do so; (iv) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined

are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies conform to the original

document; (v) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete;

and (vi) the obligations of each party set forth in the documents we have examined are its valid and binding obligations, enforceable

against such party in accordance with their respective terms.

We are qualified to practice law in the State of

Nevada. The opinion set forth herein is expressly limited to, and based exclusively on, the general corporate laws of the State of Nevada,

and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of,

the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions

related to, or any orders, consents, filings or other authorizations or approvals as may be required by, any federal laws, rules or regulations,

including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws,

rules or regulations.

Based upon the foregoing, and in reliance thereon,

and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares have been

duly authorized by the Company and are validly issued, fully paid and nonassessable.

The opinion expressed herein are based upon the

applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter

to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in any laws or

facts after the date hereof. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope

of the specific issues expressly addressed by the opinion set forth herein.

We hereby consent to the filing of this opinion

letter as an exhibit to the Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration

Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving this consent, we

do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations

of the Commission promulgated thereunder.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

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