SecProbe.io

November 12, 2024
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Amendment No. 5 to Registration Statement on Form S-4
Filed July 26, 2024
File No. 333-262378
Dear Michael Novogratz:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our July 1, 2024 letter.
Amendment No. 5 to Registration Statement on Form S-4
Risk Factors
Risks Related to Cryptocurrencies and Digital Assets
Any inability to maintain adequate relationships with affiliates, page 98
1.We note your response to prior comment 4. Please revise your disclosure to include
your response and state, if true, that you did not experience any losses or other
material impact from your past accounts at and banking relationships with Silvergate
Bank and Signature Bank.
Glossary, page 352
We note your response to prior comment 10 and definitions of "liquid staking" and
"restaking." Please revise to clarify:2.

November 12, 2024
Page 2
•How a user of liquid staking uses the receipt token to provide "liquidity and
flexibility to [its] staked assets;"
•How restaking (where holders use representations of the original staked tokens as
"collateral to participate in additional staking activities on secondary blockchains"
and "to validate transactions or provide security on secondary networks") differs
from liquid staking (where users use the "receipt token that represents their staked
assets" in other decentralized finance applications); and
•Your role and participation in restaking protocols.
Notes to Condensed Consolidated Interim Financial Statements
Note 2: Significant Accounting Policies
Fees
Hosting fees, page F-10
3.We acknowledge your response to prior comment 13. Please address the following:
•Tell us whether you, as host, or your customer is the miner of record with the
relevant mining pool operator. In your response, clarify:
oWhether you or your customer has the contract with the mining pool
operator; and
oWhether the mining pool operator distributes the relevant share of bitcoin
compensation to your wallet or to a wallet of your hosted customer.
•For the portion of your cash consideration related to bitcoin received from the
mining pool operator, tell us the range of percentages of bitcoin and the weighted-
average percentage for each period presented in your updated amended filing.
•Please tell us whether you or your customers have any other substantive rights
(e.g., ability to unconditionally start and stop running hash computations) related
to hosted mining machines.
Proprietary mining, page F-10
We acknowledge your response to prior comment 14. Please address the following:
Paragraph BC391 of ASU 2014-09 contemplates that a renewal option could be
described as a cancellation option with a longer contract. In addition, Question 7
of the FASB Revenue Recognition Implementation Q&As discusses that "the
periods covered by the termination provisions would be assessed in the same
manner as renewal options (that is, whether the renewal options provide the
customer a material right)." As Question 7 contemplates a termination option that
can be exercised by either party, it is unclear why that termination option must be
a unilateral option in order to be evaluated (in the same manner as a renewal
option) as to whether it is a performance obligation in accordance with paragraph
BC391 of ASU 2014-09 and ASC 606-10-55-42. As a result, please provide us
your assessment as to whether the customer's termination/renewal option contains
a material right and, if not, revise your disclosure to indicate that:
oyour contracts continuously renew;
otherefore they have a duration of less than 24 hours;
the customer's termination/renewal option is not a material right and the o•4.

November 12, 2024
Page 3
reason therefor; and
oas there is no material right, you have one single performance obligation.
•Notwithstanding your representation that you will revise the disclosure in your
audited financial statements for the year ended December 31, 2024 once they are
issued, please revise the policy in your annual financial statements to reflect the
revisions made to this policy note and any revisions resulting from the preceding
bullet.
Blockchain rewards, page F-11
5.You disclose blockchain rewards of $13.2 million for the quarter ended March 31,
2024 on page F-23 and $6.7 million for the year ended December 31, 2023. On page
F-26, you disclose that the majority of your staked digital assets are bonded to nodes
that you operate. You also disclose on page 18 and elsewhere that you run validator
nodes on the Ethereum, Solana, Celestia, Akash and Sui blockchains. Please address
the following, anticipating an update of the financial information in your filing and
note we may have additional comments after we see your response:
•Confirm for us that you reflect income from DeFi protocols in blockchain
rewards. If not, tell us where you reflect income from DeFi protocols in your
financial statements, including whether this income is recorded in multiple
categories.
•Provide us with a disaggregated schedule of your blockchain rewards for the most
recent financial period included in your amendment and the year ended December
31, 2023 which reconcile to the total disclosed in your revenue footnote. In your
disaggregated schedule, please include the amounts that represent:
oself-staking on your own behalf;
ostaking you controlled for others (including staking validator node back-end
support for the Lido platform as disclosed on page 229);
ostaking you conducted through others, separately identifying any mining
through DeFi protocols; and
oincome (other than staking) from DeFi protocols (if applicable).
•For each of the three staking categories in the preceding bullet, quantify for us the
blockchain rewards earned by network (e.g., Ethereum, Solana, Celestia, etc.).
Digital Assets
Digital assets associated with decentralized finance protcols, page F-13
We acknowledge your revised disclosure provided in response to prior comment 16.
Please provide us an analysis for each material asset supporting your assertion that the
protocol-specific digital assets you receive upon transferring digital assets to the
relevant smart contract represent enforceable rights to or claims on the underlying
digital assets that were transferred. In your response, explain how each protocol/smart
contract is governed, how it functions, whether the protocol/smart contract is a legal
contract, and if and how your rights or claims are legally enforceable. In addition,
please tell us how you considered the need to expand your disclosure to discuss why
you believe protocol-specific digital assets provide you with enforceable rights or 6.

November 12, 2024
Page 4
claims on the underlying digital assets deposited to the decentralized protocols. In
your response, tell us whether you believe this is an area of significant judgment that
should be disclosed in accordance with ASC 235-10-50-3. Finally, please update the
policy disclosure in your financial statements for the year ended December 31, 2023
consistent with disclosure changes made to your interim financial statements.
Digital Assets Borrowed, page F-15
7.Please tell us whether the description you provided of your borrowing arrangements
includes a description of your borrowings from DeFi platforms and expand your
disclosure accordingly.
8.We note that you describe your digital asset borrowings as hybrid instruments, with a
liability host contract and an embedded forward element that meets the definition of a
derivative on a standalone basis. Please tell us whether the embedded derivative that
you bifurcate and recognize changes in fair value in your Net gain / (loss) on digital
assets line item includes changes in the fair value of the forward obligation within
your borrowing arrangements to settle borrowing costs in digital assets.  If not, please
explain why with reference to the authoritative literature you relied upon and clarify if
the change in fair value of the forward obligation related to the borrowing fee
component is recorded in the borrowing costs component of transaction expenses and
not net gain / (loss) on digital assets.
Note 4: Revenues, page F-23
9.Please tell us whether all of the revenues depicted in the table are from contracts with
customers and your consideration of the guidance in ASC 606-10-50-4a. To the extent
you determine that some of the revenue reflected in this table is not derived from
contracts with customers, revise your disclosure to separately identify the
income streams that are derived from contracts with customers. In this regard, we note
from your response to prior comment 19 that you do not consider at least some DeFi
protocols to be customers as defined in ASC 606.
Note 6: Digital Assets, page F-23
We acknowledge your revised disclosure in response to prior comment 18. Please
address the following:
•Tell us why you removed the footnote (2) reference from the "total held on
trading platforms" subtotals from the tables on pages F-24 and F-25 and removed
inclusion of trading platforms from the text of the footnote, yet did not change the
amount of borrowings supported by assets held on platforms at December 31,
2023 from the $123.0 million amount previously presented. In this regard, we
note from policy disclosure on pages F-13 and F-69 and from your May 13, 2024
response to comment 15 from our April 16, 2024 letter that assets on trading
platforms support margin loans on those platforms.
Revise the disclosure in the table in Note 4 of your annual financial statements on
page F-82 to reflect the revisions made in the interim financial statements in
response to prior comment 18 and in response to the preceding bullet, if
appropriate, notwithstanding your representation that you will revise the •10.

November 12, 2024
Page 5
disclosure in your audited financial statements for the year ended December 31,
2024 once they are issued.
Digital Intangible Assets Associated with Decentralized Finance Protocols, page F-25
11.We acknowledge your response to prior comment 19. Please address the following:
•Provide us a detailed listing of the digital assets and related protocol that comprise
the "other digital assets associated with decentralized finance protocols" in the
tables on pages F-24 and F-25 as of December 31, 2023 and the most recent
period when you update your financial statements.
•In your response you indicate that you do not consider DeFi protocols that do not
issue receipt tokens, such as Maker and Compound V3, to be your customer under
GAAP and that your interactions with these protocols do not impact your
revenues. Tell us why you would deposit digital assets to these DeFi protocols if
you apparently will not make a return on those assets. In your response, tell us:
owhether the deposited assets are used as collateral to support borrowings
from those DeFi protocols as indicated in your policy notes on pages F-14
and F-70; and
owhether you recharacterize the deposited assets as another asset in your
listings of DeFi protocol assets on pages F-27 and F-85. For example, clarify
whether any wrapped bitcoin deposited in the Maker DeFi Protocol would
be characterized as MakerDAO assets in those tables. If not, tell us what
MakerDAO represents, noting that the Maker governance token is quoted
as MKR and that the native token of the Maker protocol appears to be DAI,
the token mentioned in your response to prior comment 15.
12.Tell us how you transact with each of the Eigenlayer, Spark and MakerDAO DeFi
protocols. In your response, for each protocol, please address the following:
•Explain generally how each protocol works, including, but not limited to, whether
it is a lending protocol, trading protocol, staking protocol, or some other protocol.
•Tell us the types of assets you deposit to these protocols.
•Tell us whether or not you received receipt tokens in return.
•Tell us what the protocol does with your deposited assets.
•Explain whether and, if so, how yield is earned and when it is distributed.
Significant Digital Asset Holdings, page F-27
13.Please tell us why the cost basis exceeds fair value for your digital assets not
measured at fair value at both March 31, 2024 and December 31, 2023. In this regard,
for digital intangible assets carried at cost less impairment, we note that ASC 350-30-
35-19 indicates that after an impairment loss is recognized, the adjusted carrying
amount becomes the new accounting basis.

November 12, 2024
Page 6
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Joseph A. Hall