GEMIGemini Space Station
Deals with insiders in the proxy filed 2026-04-30
Deals between GEMI and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
The whole section
15 paragraphs quoted as filed
Policies and Procedures for Related Party Transactions“The Board has adopted a written policy for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our common stock (or their immediate family members or affiliates) is implicated, each of whom we refer to as a “related person,” or has a direct or indirect material interest.”
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Policies and Procedures for Related Party Transactions“If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the proposed related person transaction must be reported to Gemini’s Legal Team. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit and Risk Committee or its Chair under delegated authority. In approving or rejecting such proposed transactions, the Audit and Risk Committee will be required to consider the relevant facts and circumstances available and deemed relevant to the Audit and Risk Committee, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence. Our Audit and Risk Committee will approve only those transactions that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our Audit and Risk Committee determines in good faith in the exercise of its discretion. In the event that any member of our Audit and Risk Committee is not a disinterested person with respect to the related person transaction under review, that member will be excluded from the review and approval or rejection of such related person transaction. Whenever practicable, the reporting, review and approval will occur prior to entering into the transaction. If advance review and approval is not practicable, the Audit and Risk Committee will review and may, in its discretion, ratify the related person transaction retroactively.”
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Related Party Transactions“In addition to the director and executive officer compensation arrangements discussed above, the following is a description of transactions since January 1, 2025, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our common stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.”
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Lending Agreements“We have entered into lending agreements with WCF to borrow ether and bitcoin for the purposes and on the terms set forth below.”
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Lending Agreements“These agreements have no affirmative or negative covenants and are payable upon written notice from WCF, and are otherwise prepayable at our option, at any time and from time to time, with no fixed maturity date stipulated.”
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Lending Agreements“Margin: Since January 1, 2025, we have entered into lending agreements for an aggregate amount of 29,380 ether and 2,183 bitcoin at loan fees of between 4% and 4.25% per annum. The purpose of these lending agreements was to transfer all or a portion of such ether and bitcoin to unrelated third parties to satisfy the obligation to post collateral under applicable lending agreements with such unrelated third parties, and otherwise retain the remaining portion as additional margin under the applicable agreements. As of March 31, 2026, repayment obligations in respect of nil ether and 2,097 bitcoin remained outstanding. $3.3 million and $1.1 million in loan fees have accrued or been paid for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.”
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Lending Agreements“Collateral: Prior to January 1, 2025, we entered into lending agreements for an aggregate amount of 840 bitcoin at loan fees between 4% and 5% per annum. The purpose of these lending agreements was to satisfy collateral obligations under certain indemnity and insurance agreements, with unrelated third parties that were entered into in connection with regulatory requirements for the money transmitter licenses that we hold. As of March 31, 2026, repayment obligations in respect of 623 bitcoin remained outstanding. $3.6 million and $0.5 million in loan fees have accrued or been paid for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.”
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Lending Agreements“Other: Prior to January 1, 2025, we entered into lending agreements for an aggregate amount of 30,000 ether and 5,000 bitcoin at loan fees of 4% per annum. The purpose of these lending agreements was to meet NYDFS capital reserve requirements and for general corporate purposes. As of March 31, 2026, repayment obligations in respect of nil ether and 971 bitcoin remained outstanding. $11.6 million and $1.7 million in loan fees have accrued or been paid for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.”
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Lending Agreements“All outstanding related-party convertible debt automatically converted into shares of our common stock in connection with our IPO in September 2025 as set forth below. We presently have no related party convertible debt outstanding.”
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Lending Agreements“Convertible Notes: Prior to January 1, 2025, we issued convertible promissory notes to WCF with an aggregate principal amount of $200 million. The Convertible Notes accrued interest at 8% per annum, payable at the earlier of their maturity date or on the date the notes converted. In connection with our IPO in September 2025, approximately $285 million in principal amount (plus accrued and unpaid interest thereon) in the Convertible Notes outstanding automatically converted into 10.2 million shares of Class B common stock, pursuant to the terms at a price per share equal to $22.40, or 80% of the IPO price of $28.00 per share.”
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Lending Agreements“Convertible Term Loans: Prior to January 1, 2025, we entered into convertible term loan agreements with WCF to make loan requests from time to time of a U.S. dollar denominated aggregate principal amount of up to $475 million to be funded in bitcoin, ether, or such other cryptocurrency at an interest rate of no less than 4% and no greater than 16% per annum. In connection with our IPO in September 2025, approximately $585 million in principal amount (plus accrued and unpaid interest thereon) in our Convertible Term Loans outstanding automatically converted into 20.9 million shares of Class B common stock, pursuant to the terms at a price per share equal to $22.40, or 80% of the IPO price of $28.00 per share.”
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Other“Equipment and Other Services: In 2017, we entered into agreements with Elysian Networks, LLC (“Elysian”) and Winklevoss Capital Management, LLC (“WCM”), each related parties through common ownership. The purpose of the 2017 Elysian agreement was for equipment leasing, cloud-based servers, data storage, and computer processing services, and a nominee agreement for lease payments was also entered into with Elysian in 2019. For the year ended December 31, 2025, we incurred expenses of approximately $0.8 million under the Elysian agreements. The purpose of the WCM agreement was for management and consulting services. For the year ended December 31, 2025, we incurred expenses of approximately $1.0 million under this agreement. These agreements were terminated prior to our IPO in 2025 and no further expenses will be incurred and no further payments will be made pursuant to these agreements.”
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Other“Security Services: In January 2026, we entered into a services agreement with WCM, pursuant to which WCM provides executive protection, secure transportation and risk advisory services for our Chief Executive Officer, President, their family members, and, as appropriate, other individuals designated by Gemini from time to time. The agreement has an initial one-year term and renews automatically unless earlier terminated. Under the agreement, we pay WCM a fixed monthly rate of $400,000, plus reimbursement of certain other expenses. WCM has agreed to waive any fees, costs, or expenses, that exceed $1,000,000 in the aggregate for the first year of this agreement. For the three months ended March 31, 2026, we have incurred expenses of approximately $0.4 million under this agreement.”
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Indemnification Agreements“Our amended and restated articles of incorporation and amended and restated bylaws provide that we shall indemnify each of our directors and officers to the fullest extent permitted by applicable law. We have entered into customary indemnification agreements with each of our executive officers and directors that provide them with customary indemnification in connection with their service to us or on our behalf.”
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Registration Rights Agreement“Subject to certain exceptions and limitations, the holders of at least 25% of registrable securities then outstanding can request that we register the offer and sale of their shares on a registration statement on Form S-1 so long as the amount of anticipated aggregated offering proceeds, net of underwriting discounts and commissions and offering expenses, is at least $75 million. If the Company is eligible to use a Form S-3 registration statement, the holders of at least 10% of registrable securities then outstanding can request that we register the offer and sale of their shares on such registration statement so long as the amount of anticipated aggregated offering proceeds, net of underwriting discounts and commissions and offering expenses, is at least $75 million. If we propose to register any of our Class A common stock under the Securities Act, either for our account or for the account of our other security holders, holders will be entitled to certain piggyback registration rights allowing each to include their shares in the registration. We must pay all registration expenses (including certain expenses of counsel for selling holders, but excluding underwriting discounts, selling commissions and transfer taxes) in connection with effecting any demand registration, piggyback registration, or shelf registration, and indemnify the holders against certain liabilities which may arise under the Securities Act.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗