Key Takeaways
- • Galaxy Digital Holdings Ltd. (TSX: GLXY) publicly filed a Form S-4 registration statement with the SEC on January 27, 2022, relating to a proposed reorganization and domestication from the Cayman Islands to Delaware.
- • The reorganization would create a new Delaware holding company, Galaxy Digital Inc., whose Class A common stock is proposed to list on Nasdaq under the ticker "GLXY".
- • Completion remains subject to ongoing SEC review, Nasdaq listing approval, shareholder approval, and Toronto Stock Exchange approval; the registration statement has not yet become effective.
- • The company expects to hold a shareholder meeting after the registration statement becomes effective, with further details to be provided in a management information circular.
Summary
Galaxy Digital Holdings Ltd. (TSX: GLXY), a financial services and investment management firm focused on digital assets, cryptocurrency and blockchain technology, announced on January 27, 2022 that it had publicly filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission. The filing relates to a proposed reorganization and domestication of the company from the Cayman Islands to Delaware, along with a proposed Nasdaq listing of the Class A common stock of Galaxy Digital Inc., a newly formed Delaware holding company, under the ticker "GLXY."
According to the company, it intends to complete the reorganization and subsequently list on Nasdaq once the SEC completes its review and the exchange approves the listing. The transaction is also subject to approval by Galaxy Digital's shareholders and applicable regulators, including the Toronto Stock Exchange. The company anticipates holding a shareholder meeting to seek that approval after the registration statement becomes effective. Further details are to be included in a management information circular, which will be mailed to shareholders and posted on SEDAR.
The announcement stated that the registration statement has been filed but has not yet become effective, and that it does not constitute an offer to sell or a solicitation of an offer to buy any securities. Shareholders were directed to the SEC's website and the company's investor relations site for the registration statement and final documents. The release also included standard forward-looking-statement cautions, flagging risks including failure to satisfy closing conditions, changes to the transaction structure, listing standards, and regulatory developments affecting the cryptocurrency industry.
Galaxy Digital describes itself as operating across Trading, Asset Management, Principal Investments, Investment Banking and Mining. Its CEO and founder is Mike Novogratz, and the firm is headquartered in New York City with offices in Chicago, San Francisco, London, Amsterdam, Tokyo, Hong Kong, the Cayman Islands and New Jersey.
According to the company, it intends to complete the reorganization and subsequently list on Nasdaq once the SEC completes its review and the exchange approves the listing. The transaction is also subject to approval by Galaxy Digital's shareholders and applicable regulators, including the Toronto Stock Exchange. The company anticipates holding a shareholder meeting to seek that approval after the registration statement becomes effective. Further details are to be included in a management information circular, which will be mailed to shareholders and posted on SEDAR.
The announcement stated that the registration statement has been filed but has not yet become effective, and that it does not constitute an offer to sell or a solicitation of an offer to buy any securities. Shareholders were directed to the SEC's website and the company's investor relations site for the registration statement and final documents. The release also included standard forward-looking-statement cautions, flagging risks including failure to satisfy closing conditions, changes to the transaction structure, listing standards, and regulatory developments affecting the cryptocurrency industry.
Galaxy Digital describes itself as operating across Trading, Asset Management, Principal Investments, Investment Banking and Mining. Its CEO and founder is Mike Novogratz, and the firm is headquartered in New York City with offices in Chicago, San Francisco, London, Amsterdam, Tokyo, Hong Kong, the Cayman Islands and New Jersey.
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