Form SCHEDULE 13G/A Gemini Space Station, Filed by: Morgan Creek Private Opportunities, LLC Series M - Gemini
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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GEMINI SPACE STATION, INC. (Name of Issuer) |
Class A common stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
05/01/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Morgan Creek Private Opportunities, LLC Series M - Gemini | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,687,982.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.76 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to rows 6, 8 and 9: this Amendment No. 1 (this "Amendment") amends, in its entirety, the statement on Schedule 13G originally filed with the Securities and Exchange Commission on September 22, 2025 (the "Prior Schedule 13G") by the Reporting Persons (as defined herein). This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Morgan Creek Digital Fund III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
464,280.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to rows 6, 8 and 9: this Amendment amends, in its entirety, the Prior Schedule 13G by the Reporting Persons (as defined herein). This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Mark W. Yusko | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,152,262.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to rows 6, 8 and 9: this Amendment amends, in its entirety, the Prior Schedule 13G by the Reporting Persons (as defined herein). This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
GEMINI SPACE STATION, INC. | |
| (b) | Address of issuer's principal executive offices:
600 Third Avenue, 2nd Floor, New York, NY, 10016. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Morgan Creek Private Opportunities, LLC Series M--Gemini, a Delaware limited liability company ("MCPO"), Morgan Creek Digital Fund III, LP, a Delaware limited partnership ("MCDF"), and Mark W. Yusko (collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement dated as of September 19, 2025, a copy of which is attached as Exhibit 4 to the Prior Schedule 13G, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G, see Item 5 for additional information. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 301 W. Barbee Chapel Road, Suite 200, Chapel Hill, NC 27517. | |
| (c) | Citizenship:
Mark W. Yusko is a citizen of the United States of America. MCPO is a limited liability company organized under the laws of the State of Delaware. MCDF is a limited partnership organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Class A common stock, $0.001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each of the Reporting Persons. | |
| (b) | Percent of class:
See Row 11 of the cover pages for each of the Reporting Persons. As of the date hereof, the Reporting Persons beneficially own in the aggregate approximately 4.8% of the outstanding shares of the Issuer's Class A Common Stock.
The Class A Common Stock beneficial ownership percentages provided in this Schedule 13G, including in Row 11 of the cover pages, are calculated based on 44,858,608 shares of Class A Common Stock issued and outstanding as of March 30, 2026, as reported in the Issuer's Form 10-K for the year ended December 31, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover pages for each of the Reporting Persons. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover pages for each of the Reporting Persons. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover pages for each of the Reporting Persons. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover pages for each of the Reporting Persons. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 2(a). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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