Transaction Details

Footnotes

These performance-based stock options vest based on the achievement of both (i) service-based vesting conditions that are satisfied in two equal installments on August 15, 2028 and 2030 and (ii) performance-based vesting conditions that are satisfied in four equal installments upon the achievement of respective stock price hurdles. | Shares of the Issuer's Class B common stock may be exchanged at any time, at the option of the holder, for newly issued shares of the Issuer's Class A common stock, on a one-for-one basis. All outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the occurrence of certain events. Shares of Class B common stock do not otherwise expire. | On September 15, 2025, immediately prior to the consummation of the Issuer's initial public offering ("IPO"), Messrs. Tyler Winklevoss and Cameron Winklevoss received an aggregate of 75,085,013 shares of Class B common stock of the Issuer in exchange for their interests in units of Gemini Space Station, LLC, a Nevada limited liability company, which is considered the predecessor of the Issuer for accounting purposes, including the units automatically converted from (i) approximately $228.0 million in aggregate principal (plus accrued and unpaid interest thereon) in the Issuer's certain convertible notes previously issued to Winklevoss Capital Fund, LLC ("WCF") and (ii) approximately $467.6 million in aggregate principal (plus accrued and unpaid interest thereon) in the Issuer's certain convertible term loans with WCF, each outstanding as of the closing date of the IPO. | Messrs. Tyler Winklevoss and Cameron Winklevoss are the Co-Founders and Principals of WCF, as well as the Managers of the managing entity of WCF, and exercise shared voting and dispositive control over the shares held by WCF. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. | In connection with the Issuer's IPO and related reorganizational transactions, WCF received 41,771 shares of Class B common stock in exchange for its corresponding incentive profits interest units in Gemini Astronaut Corps, LLC.