On April 14, 2025, Galaxy Digital Holdings Ltd. made a significant announcement that marks a milestone in its corporate evolution and its ambitious plans for future growth in the realms of digital assets and artificial intelligence (AI). The company disclosed that the United States Securities and Exchange Commission (SEC) has declared effective its Registration Statement on Form S-4 (File No. 333-262378), an important step in its transition process that will ultimately lead to the company’s reorganization and domestication from the Cayman Islands to Delaware.
This reorganization is set to culminate in the proposed listing of the Class A common stock of Galaxy Digital Inc., a new Delaware holding company, on the Nasdaq Global Select Market (Nasdaq). The announcement was made public alongside a statement from Galaxy’s CEO and Founder, Mike Novogratz, who expressed his excitement about the upcoming changes and the bright future for the company. The reorganization, alongside the proposed Nasdaq listing, represents the next chapter in Galaxy Digital’s growth strategy and its mission to drive innovation across digital assets and AI infrastructure.
This article will dive deeper into the reorganization process, the significance of the company’s move to Nasdaq, and the implications of this transition for Galaxy Digital’s future. Furthermore, we will explore the key factors that led to this development and what it means for investors, stakeholders, and the broader digital assets industry.
What Is the Reorganization and Why Does It Matter?
Galaxy Digital Holdings Ltd., a company that has long been recognized as one of the leading players in the digital assets industry, is now making a strategic move to reposition itself on the global financial stage. This repositioning includes two significant steps: the domestication of the company from the Cayman Islands to Delaware and the intended listing of its shares on the Nasdaq Global Select Market. The reorganization of the company is not merely an administrative change; it has far-reaching implications for its corporate structure, governance, and its ability to attract new capital and investors.
Domestication from Cayman Islands to Delaware:
The first part of the reorganization is the domestication process, which will see Galaxy Digital shift its corporate jurisdiction from the Cayman Islands to Delaware. Delaware is a state known for its business-friendly legal environment and sophisticated corporate governance laws, making it a preferred jurisdiction for many publicly traded companies in the U.S. By relocating its corporate domicile to Delaware, Galaxy Digital is signaling its commitment to establishing a stronger presence in the U.S. market and taking advantage of Delaware’s well-established corporate infrastructure.
The domestication process is expected to be a smooth one, as Galaxy Digital aims to ensure that the transition does not disrupt its operations, customer relationships, or strategic objectives. The company’s existing shareholders, who hold shares in the Cayman Islands-registered entity, will see their shares converted into equivalent shares of the new Delaware holding company (New Pubco).
Listing on the Nasdaq Global Select Market:
The second component of this reorganization involves the planned listing of Galaxy Digital’s Class A common stock on the Nasdaq Global Select Market, under the ticker symbol “GLXY.” Nasdaq is one of the most prestigious and recognized stock exchanges in the world, particularly known for its listing of technology-focused companies. By joining Nasdaq, Galaxy Digital aims to increase its visibility in the global financial markets, attract new institutional investors, and align itself more closely with other leaders in the technology and digital assets space.
This move comes at a time when the digital assets industry is experiencing rapid growth and innovation, with increasing interest in blockchain technologies, cryptocurrencies, and artificial intelligence. By positioning itself on Nasdaq, Galaxy Digital hopes to further capitalize on the growing interest in these sectors and establish itself as a key player in both the digital assets and AI infrastructure markets.
The SEC’s Role in the Reorganization:
The SEC’s approval of Galaxy Digital’s Registration Statement on Form S-4 is a crucial step in the reorganization process. The SEC’s role is to review and ensure that the registration statement complies with the legal and regulatory requirements for public offerings. The effectiveness of this filing means that Galaxy Digital has received approval to move forward with the reorganization and the planned listing on Nasdaq.
In his public statement, Mike Novogratz, Galaxy’s CEO, emphasized the importance of this regulatory milestone, noting that it is a critical step in the company’s journey. The approval of the Registration Statement is a green light for the company to proceed with its plans to re-dominate to Delaware and to prepare for the Nasdaq listing. Novogratz also highlighted the company’s broader mission, which includes pushing the boundaries of innovation within the digital assets and artificial intelligence sectors. According to him, this move will position Galaxy Digital for continued success in these rapidly evolving industries.
The Special Shareholder Meeting:
A key event in the reorganization process is the upcoming Special Meeting of Galaxy Digital’s shareholders. This meeting is scheduled to take place on May 9, 2025, at 10:00 a.m. Eastern Time. The purpose of the meeting will be to obtain shareholder approval for the reorganization and related transactions.
Holders of record of the company’s ordinary shares as of April 7, 2025 (the “Record Date”) will be entitled to vote at the Special Meeting. This is an important opportunity for shareholders to have a say in the direction of the company and to approve the key components of the reorganization, including the shift to Delaware and the listing on Nasdaq. Shareholders will receive detailed information about the reorganization, including a Canadian management information circular, which will outline the rationale behind the reorganization and provide guidance on the voting process.
In addition to the circular, Galaxy Digital will also be providing shareholders with a prospectus that will detail the company’s plans for the future, including its continued focus on digital assets, blockchain technology, and artificial intelligence. The shareholder meeting is expected to be a pivotal moment in the company’s transformation.
The Anticipated Timeline:
The parties involved in the reorganization anticipate that the process will be completed by mid-May 2025, contingent on shareholder approval. This timeline places the completion of the reorganization in close proximity to the planned Nasdaq listing. After the reorganization is complete and the Nasdaq listing is finalized, Galaxy Digital will continue to be listed on the Toronto Stock Exchange (TSX) for a period of time, ensuring continuity for existing shareholders.
The timing of the reorganization and the Nasdaq listing is particularly important because it will coincide with an increasingly favorable market environment for digital assets and technology companies. As the sector continues to experience rapid innovation, Galaxy Digital’s strategic move to Nasdaq will provide the company with enhanced liquidity, access to capital, and greater opportunities for growth and expansion.
Implications for Galaxy Digital and Its Stakeholders
The reorganization and Nasdaq listing are expected to have significant positive implications for Galaxy Digital and its stakeholders. For shareholders, the move to Nasdaq is likely to increase the liquidity and visibility of their holdings, potentially attracting new investors and driving up the company’s market value. Additionally, the reorganization is expected to enhance the company’s corporate governance and financial reporting practices, making it an even more attractive investment option.
From a broader perspective, the move to Nasdaq is also a signal of confidence in the future of the digital assets sector. By listing on Nasdaq, Galaxy Digital is positioning itself as a leader in the space, with the resources and infrastructure to compete with other major players in the blockchain, cryptocurrency, and AI markets.
For the digital assets industry as a whole, the reorganization of Galaxy Digital underscores the growing importance of innovation in finance and technology. The company’s decision to move to Nasdaq also highlights the increasing convergence of traditional finance and digital assets, with investors and companies alike seeking to capitalize on the growing demand for blockchain-based solutions.
Frequently Asked Questions
When will Galaxy Digital be listed on Nasdaq?
Galaxy Digital anticipates its shares will begin trading on the Nasdaq Global Select Market shortly after the Special Meeting, assuming shareholder approval is obtained. The timeline for the listing is contingent on completing the reorganization, with a projected timeline for closure in mid-May 2025.
Will Galaxy Digital remain listed on the Toronto Stock Exchange (TSX)?
Yes, even after the Nasdaq listing, Galaxy Digital will continue to be listed on the Toronto Stock Exchange (TSX) for a period of time. The company plans to maintain its TSX listing immediately following the reorganization and Nasdaq listing, offering shareholders continued access to liquidity in both markets.
How will this move benefit Galaxy Digital?
By re-domiciling to Delaware and listing on Nasdaq, Galaxy Digital positions itself for greater access to capital, increased visibility in the U.S. market, and enhanced opportunities for growth. The move is expected to attract institutional investors and improve the company’s corporate governance, aligning it more closely with other technology-focused companies in the digital assets and AI industries.
What is the ticker symbol for Galaxy Digital on Nasdaq?
Upon the successful completion of the reorganization and the listing on Nasdaq, Galaxy Digital will trade under the ticker symbol “GLXY” on the Nasdaq Global Select Market.
What are the next steps for Galaxy Digital?
Galaxy Digital is focused on completing the reorganization process, obtaining shareholder approval at the Special Meeting, and preparing for the Nasdaq listing. Once the reorganization is finalized and the company’s shares are listed on Nasdaq, Galaxy Digital will continue to focus on its core mission of driving innovation in digital assets and AI infrastructure.
How can I stay updated on the progress of the reorganization?
Shareholders and interested parties can stay updated on the progress of the reorganization by regularly checking Galaxy Digital’s Investor Relations website. The company will provide updates on key developments, including the Special Meeting and any changes to the timeline. Additionally, shareholders will receive communications with further information on the reorganization and Nasdaq listing process.
Conclusion
Galaxy Digital’s reorganization and planned Nasdaq listing represent an important step in the company’s evolution and its mission to lead innovation across digital assets and artificial intelligence. With the SEC’s approval of its Registration Statement, the company is well-positioned to execute its plans and unlock new opportunities for growth, investment, and market expansion.
