Gemini Space Station Inc-A 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☒ 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The registrant was not a public company as of June 30, 2025, the last business day of its most recently completed second fiscal quarter, and therefore, cannot calculate theaggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The registrant’s Class A common stock began trading on the NasdaqGlobal Select Market on September 12, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscalyear covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in thisAnnual Report, the Proxy Statement shall not be deemed to be filed as part hereof. TABLE OF CONTENTS PagePart I9Item 1. Business9Item 1A. Risk Factors24Item 1B. Unresolved Staff Comments99Item 1C. Cybersecurity99Item 2. Properties101Item 3. Legal Proceedings101Item 4. Mine Safety Disclosures101Part II102Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities102Item 6. [Reserved]103Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations103Item 7A. Quantitative and Qualitative Disclosures About Market Risk133Item 8. Financial Statementsand Supplementary Data135Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures208Item 9A. Controls and Procedures208Item 9B. Other Information209Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections209Part III210Item 10. Directors, Executive Officers and Corporate Governance210Item 11. Executive Compensation210Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters210Item 13. Certain Relationships and Related Transactions, and Director Independence210Item 14. Principal Accountant Fees and Services210Part IV211Item 15. Exhibits and Financial Statement Schedules211Item16. Form 10-K Summary214Signatures215 INDUSTRY GLOSSARY Throughout this Annual Report on Form 10-K, we use a number of industry terms and concepts that are generally defined as •“Admin key” refers to a string of alphanumeric c