M&A - Galaxy Digital Holdings Ltd.

Form Type: S-4/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000162828025015309

Filing Summary: This document serves as Amendment No. 7 to the Registration Statement for Galaxy Digital Holdings Ltd. (GDHL). It details a proposed reorganization involving GDHL's deregistration from the Cayman Islands and domestication in Delaware, which will result in GDHL being renamed as Galaxy Digital Holdings Inc. Following this, a merger will occur where GDH Delaware will merge into Galaxy Digital Inc. (Pubco), which is a newly formed entity designed to consummate these transactions. The reorganization entails the conversion of all outstanding Class A shares of GDHL into Class A common stock of GDH Delaware, which will be further exchanged for shares in Pubco. Additionally, shareholders of GDHL will vote on amendments to governing documents and the issuance of new Class B shares to existing limited partners in GDH LP. The reorganization aims to align GDHL's corporate structure with U.S. standards and enhance its market presence. The registration statement will become effective upon the completion of these necessary amendments and the shareholder meeting decisions.

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