425: Galaxy Digital Announces Plans to List on Nasdaq, Pending Shareholder Approval

Galaxy Digital Holdings Ltd. intends to list on the Nasdaq Global Select Market on May 16, 2025, contingent on shareholder approval and final Nasdaq approval.

Summary

• Galaxy Digital Holdings Ltd. has announced its intention to list on the Nasdaq Global Select Market on May 16, 2025.
• The listing is contingent upon shareholder approval of the proposed reorganization and domestication at the Special Meeting of Shareholders scheduled for May 9, 2025, and final approval from Nasdaq.
• The company believes the Nasdaq listing would be a transformative milestone, positioning them to advance their vision of building a gateway for investors to access digital assets and artificial intelligence ecosystems.
• Upon closing of the reorganization and final Nasdaq approval, Class A common stock of Galaxy Digital Inc. is expected to begin trading on Nasdaq under the ticker symbol GLXY.
• Galaxy Digital will remain listed on the TSX for a period of time following the Nasdaq listing.
• Existing GLXY shares on the TSX will continue trading uninterrupted under the new CUSIP 36317J209.
• Existing BRPHF shares trading over-the-counter will be converted into GLXY shares on Nasdaq, also under the CUSIP 36317J209.
• Shareholders of record as of April 7, 2025, are entitled to vote at the Special Meeting.
• The company has filed a registration statement on Form S-4 with the SEC, containing a prospectus to be used as a management information circular.
• The Registration Statement was declared effective by the SEC on April 7, 2025.
• On April 17, 2025, the company mailed a management information circular and related meeting materials for the Special Meeting.
• Shareholders are advised to read the final versions of these documents as they contain important information.

Sentiment

Score: 7

Explanation: The document expresses a positive outlook regarding the Nasdaq listing and its potential benefits, but also acknowledges the risks and uncertainties involved. The sentiment is cautiously optimistic.

Positives

• Listing on Nasdaq is expected to enhance the company's value and attract a broader investor base.
• The company will maintain its listing on the TSX for a period of time, providing continuity for existing shareholders.
• The company is taking steps to ensure shareholders have access to information and can participate in the Special Meeting.

Risks

• The Nasdaq listing is contingent on shareholder approval and final approval from Nasdaq.
• The proposed reorganization may be subject to changes required by applicable laws or regulations.
• The company may face challenges in meeting and maintaining listing standards following the reorganization.
• The reorganization could disrupt current plans and operations.
• Changes in applicable laws or regulations could adversely affect the company.
• The company may be affected by economic, business, and/or competitive factors.
• Changes or events that impact the cryptocurrency and AI/HPC industry, including potential regulation, that are out of the company's control.
• The company's business may not grow in line with expectations or continue on its current trajectory.
• The company's addressable market may be smaller than anticipated.
• There may be a disruption or change in power dynamics impacting the company's results or current or future load capacity.
• There may be a delay or failure to consummate the business mandates or achieve its pipeline goals.
• The company may face technological challenges, cyber incidents or exploits.
• There are risks related to retrofitting the existing facility from mining to AI and HPC infrastructure, including the timing of construction and its impact on lease revenue.
• The company may face inability or difficulty in obtaining financing for the AI and HPC financing on acceptable terms or at all.
• Changes to the AI and HPC infrastructure needs and their impact on future plans at the Helios campus.
• There are risks associated with the leasing business, including those associated with counterparties.

Future Outlook

Galaxy Digital anticipates listing on the Nasdaq Global Select Market on May 16, 2025, pending shareholder and Nasdaq approval, which they believe will position them to advance their vision of building a gateway for investors to access digital assets and artificial intelligence ecosystems.

Management Comments

• We believe that listing on the Nasdaq would mark a transformative milestone for Galaxy that would position us to advance our vision of building a gateway for investors to safely and efficiently access every corner of the digital asset and artificial intelligence ecosystems, said Mike Novogratz, CEO and Founder of Galaxy.
• We are confident that this listing would be value enhancing to the company and our shareholders and enable us to attract a broader investor base.

Industry Context

This announcement reflects a growing trend of cryptocurrency and digital asset companies seeking access to larger capital markets and broader investor bases through listings on major exchanges like Nasdaq. It also highlights the increasing convergence of digital assets and artificial intelligence.

Comparison to Industry Standards

• Companies like Coinbase and Riot Platforms are already listed on Nasdaq, providing Galaxy Digital with a benchmark for valuation and investor expectations.
• The reorganization and domestication process is similar to that undertaken by other Canadian companies seeking to list in the U.S., such as Tilray and Canopy Growth.
• Galaxy's focus on both digital assets and AI/HPC infrastructure positions it uniquely compared to pure-play cryptocurrency companies.

Stakeholder Impact

• Shareholders will have the opportunity to vote on the proposed reorganization.
• Shareholders may benefit from increased liquidity and a broader investor base following the Nasdaq listing.
• The company's employees may benefit from the company's growth and success following the Nasdaq listing.
• Customers may benefit from the company's enhanced ability to invest in and develop new products and services.

Next Steps

• Shareholders to vote on the proposed reorganization at the Special Meeting on May 9, 2025.
• Galaxy Digital to obtain final approval from Nasdaq for the listing.
• Class A common stock of Galaxy Digital Inc. to begin trading on Nasdaq under the ticker symbol GLXY on May 16, 2025, if all conditions are met.

Key Dates

Keywords

Nasdaq listing, Galaxy Digital, Reorganization, Shareholder approval, Digital assets, Artificial intelligence, GLXY, TSX, BRPHF