M&A - Galaxy Digital Inc.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000110465925033321

Filing Summary: Galaxy Digital Holdings Ltd. (GDHL) has filed a management information circular to solicit proxies for a special meeting on May 9, 2025, where shareholders will vote on a proposed reorganization and domestication from the Cayman Islands to Delaware. This plan involves establishing Galaxy Digital Inc. (Pubco) as the successor public company, with shares of GDHL shareholders converting into Class A Common Stock of Pubco. Key changes include the restructuring of corporate governance, amendments to existing organizational documents, the potential issuance of Class B Common Stock to existing limited partners, and the elimination of variable voting rights for U.S. shareholders. A significant aspect of the proposal is the expectation that Michael Novogratz will hold approximately 59.9% of Pubco’s voting power post-reorganization, thereby classifying it as a 'controlled company.' The document outlines several associated proposals that are crucial for shareholders to consider, urging them to read all materials closely for making informed voting decisions at the special meeting.

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