M&A - Galaxy Digital Inc.

Form Type: 8-K

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000185939225000010

Filing Summary: On May 13, 2025, Galaxy Digital Inc. and its affiliates completed a series of reorganization transactions, including the merger of Galaxy Digital Holdings Ltd. into Galaxy Digital Inc. This involved amending the articles of incorporation to allow issuance of up to 500 million Class B ordinary shares and transferring incorporation from the Cayman Islands to Delaware. The existing Class A ordinary shares of GDHL were converted to Class A common stock of the newly formed GDHI. The reorganization also included the issuance of Class B common stock to holders of limited partnership units of GDH LP. Moreover, with the merger's completion, Galaxy Digital Inc. became the surviving entity, with shareholders exchanging shares on a one-to-one basis. Significant changes in board membership also occurred, including the appointment of several new directors and the re-appointment of Michael Novogratz as CEO. The company's standard indemnification agreements were executed for the new directors and officers. The results of a shareholders' meeting prior to the merger showed overwhelming support for the reorganization, including resolutions concerning reorganization and share issuance.

Form Type: 425

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000162828025022079

Filing Summary: Galaxy Digital Holdings Ltd. and Galaxy Digital Inc. are announcing a proposed reorganization and domestication, which involves a solicitation of votes from the shareholders of the Company to approve this reorganization. A registration statement on Form S-4 has been filed with the SEC, containing a prospectus that will serve as management information circular. The registration statement was declared effective on April 7, 2025, and a management information circular was mailed to the shareholders on April 17, 2025. The circular includes detailed information regarding the reorganization, the special meeting of shareholders, and the unanimous recommendation from the board of directors that the reorganization is fair and in the best interest of the shareholders. Shareholders of record as of April 7, 2025, are entitled to participate in the special meeting where resolutions on the reorganization will be considered. The approval of the reorganization is necessary for Galaxy Digital's listing on Nasdaq, which is contingent on shareholder approval at the special meeting.

Form Type: 425

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000162828025021766

Filing Summary: Galaxy Digital Holdings Ltd. and Galaxy Digital Inc. filed a Form 425 under Rule 425 of the Securities Act of 1933 on May 2, 2025, regarding their proposed reorganization and domestication. A registration statement on Form S-4 was declared effective by the SEC on April 7, 2025, which includes a prospectus for soliciting votes from shareholders to approve the reorganization and for the registration of additional shares. A management information circular was sent to shareholders on April 17, 2025, outlining the details of the proposed reorganization and the considerations for shareholders at the special meeting. Shareholders of record as of April 7, 2025, are eligible to vote. Contingent upon shareholder approval, the reorganization aims to facilitate listing on Nasdaq. Forward-looking statements in this document caution potential risks and uncertainties that may impact the reorganization and related business projections. This announcement does not constitute an offer to sell or a solicitation for securities.

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.