M&A - Galaxy Digital Holdings Ltd.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000162828025022434

Filing Summary: Galaxy Digital Holdings Ltd. is communicating the proposed reorganization and domestication process involving Galaxy Digital Inc., as a part of their effort to obtain shareholder approval for a merger. In connection with this, Galaxy Digital filed a registration statement on Form S-4 with the SEC, which includes a prospectus to solicit votes from shareholders. The SEC declared this registration statement effective on April 7, 2025. Following this, a management information circular was mailed on April 17, 2025, detailing the special meeting where shareholders will vote on the reorganization proposal. The company has recommended this merger as beneficial for shareholders and is contending that listing on Nasdaq is contingent upon shareholder approval. It has provided additional resources for shareholders, including FAQs and notices for participation in the vote. The company emphasizes the importance of reviewing the final versions of relevant documents for comprehensive details regarding the reorganization and its implications for all stakeholders.

Form Type: 425

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025020878

Filing Summary: Galaxy Digital Holdings Ltd. announced its intent to list on the Nasdaq Global Select Market on May 16, 2025, contingent upon shareholder approval of a proposed reorganization and domestication. The company plans to transition from trading its shares under the Toronto Stock Exchange (TSX) logo to Nasdaq. The reorganization is set to be discussed at a Special Meeting of Shareholders scheduled for May 9, 2025, requiring approval for the proposed structural changes. CEO Mike Novogratz expressed that this move would significantly enhance shareholder value and broaden Galaxy's investor base. Existing shares will continue trading on TSX, while the shares from a related stock BRPHF will convert into the new ticker GLXY on Nasdaq. The company has filed a registration statement with the SEC concerning this reorganization, which includes crucial information for shareholders regarding voting and participation in the upcoming meeting. The SEC declared this filing effective on April 7, 2025, with additional management materials distributed on April 17, 2025, aiming to facilitate shareholder engagement during the upcoming vote.

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.