SecProbe.io

CORRESP
1
filename1.htm

    Joseph
                                            A. Hall

    +1
    212 450 4565

    joseph.hall@davispolk.com

    Davis
                                            Polk & Wardwell llp

    450
    Lexington Avenue

    New York, NY 10017

    davispolk.com

    CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

    February 9, 2023

    Re:
    Galaxy Digital Inc.

Registration Statement on Form S-4

Filed January 28, 2022

File No. 333-262378

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, DC 20549-4631

Attn: David Gessert

Sandra Hunter Berkheimer

Mark Brunhofer

Sharon Blume

Ladies and Gentlemen:

On behalf of our clients Galaxy Digital Inc., a Delaware corporation
(“GDI” or the “Company”), and Galaxy Digital Holdings Ltd., a Cayman Islands exempted company (“GDHL,”
and together with GDI, “Galaxy”), we are responding to comments from the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) relating to Galaxy’s Registration Statement on Form S-4 (File No. 333-262378)
(the “Registration Statement”) contained in the Staff’s letter dated February 11, 2022. Galaxy has revised the
Registration Statement and is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) together
with this response letter. Amendment No. 1 also contains certain additional updates and revisions. We would be pleased to provide
courtesy copies of Amendment No. 1 to the Staff on request.

Set forth below are Galaxy’s responses to the Staff’s comments,
with the exception of (i) numbers one through nine, which we previously responded to in our letter dated April 18, 2022 and
(ii) numbers 12 through 15, 18, 35, 36, 46, 48, 61 and 77 through 91, which solely concern BitGo Holdings, Inc. (“BitGo”)
and/or Galaxy’s proposed acquisition of BitGo (the “BitGo Acquisition”). On August 15, 2022, Galaxy announced the
termination of its merger agreement with BitGo, and as a result, the Registration Statement will no longer register the issuance of shares
of GDI’s Class A common stock to BitGo stockholders as partial consideration for the BitGo Acquisition, and the BitGo Acquisition
is no longer probable. Corresponding changes have been made throughout Amendment No. 1. Galaxy has also omitted references to BitGo
in response to certain other of the Staff’s comments where the information called for is no longer relevant.

For convenience, the Staff’s remaining comments are repeated
below in italics, followed by Galaxy’s responses to the comments. Where applicable, we have included page numbers to refer
to the location in Amendment No. 1 where revised language addressing a particular comment appears. Capitalized terms used but not
defined herein are used as defined in Amendment No. 1. Certain confidential information that is relevant to Galaxy’s responses
below are included in Annexes to this letter, which will be submitted separately pursuant to a request for confidential treatment.

Galaxy Digital Inc. and Galaxy
Digital Holdings Ltd. request that the information contained in this letter, marked by “[***]”, be treated as
confidential information pursuant to 17 C.F.R. § 200.83.

    U.S. Securities and Exchange Commission

Registration Statement on Form S-4 Filed January 28, 2022

General

 10. We note your revisions in response to comment 2. Please revise your risk factor disclosure to clarify, if true, that your policies
and procedures are intended to enable you to make risk-based assessments regarding the likelihood that a particular digital asset could
be deemed a security under applicable laws, and are not legal determinations as to whether a particular digital asset is a security under
the federal securities laws.

Although Galaxy acknowledges in the risk factor on pages 50
 – 53 and under “Government Regulation—United States” on pages 228 – 229 the possibility that
its federal securities law analytical process may yield results that are inconsistent with future determinations made by the SEC or
a court, Galaxy’s legal department makes a legal determination as to the federal securities law status of each digital asset
in which Galaxy transacts in light of available facts, case law and other authorities, except where the nature of its transactions
in a particular digital asset would not be inconsistent with its legal obligations under the federal securities laws even if such
digital asset were determined to be a security (for example, digital assets in which Galaxy transacts only outside the United States
with non-U.S. clients and counterparties). Therefore Galaxy does not consider it appropriate to state in this risk factor that its
determinations are merely “risk-based assessments,” as that could be read to suggest that Galaxy inappropriately
transacts or intends to transact in digital assets in a manner inconsistent with its obligations under the federal securities laws
on the basis that the commercial benefits of doing so outweigh the potential legal and regulatory consequences.

 11. We note your disclosure throughout that you provide institutions and direct clients with a full suite of financial solutions spanning
the digital assets ecosystem. Please define the term “direct clients” on first use and revise to clarify whether any of your
clients are retail investors. In addition, we note your disclosure throughout that GDT provides access to over 100 globally traded cryptocurrencies
to over 690 unique clients and counterparties across a full suite of service offerings. Please revise your disclosure to explain what
you mean by “unique clients.”

In response to the Staff’s comment, Galaxy has replaced
references to “direct clients” and “unique clients” with “Qualified Individuals” and included a
definition of “Qualified Individuals” in the Glossary on page 319. Galaxy advises the Staff that Galaxy does not service retail
investors. Our clients are institutions, Eligible Contract Participants, as defined by the U.S. Commodities Exchange Act of 1936,
knowledgeable employees of Galaxy and accredited investors, who are usually high-net-worth individuals.

 16. We note throughout that you refer to both “digital asset trading platforms” and “digital asset exchanges.”
Please revise to clarify whether each of these terms carries a different definition. If the terms are used interchangeably, please consider
revising to refer just to “digital asset trading platforms.”

Galaxy advises the Staff that “digital asset trading platforms”
and “digital asset exchanges” were used interchangeably and do not carry different definitions. Galaxy has revised the disclosure
throughout Amendment No. 1 to refer to “digital asset trading platforms” in response to the Staff’s comment.

    February 9, 2023 GLXY-2

Galaxy Digital Inc. and Galaxy Digital Holdings Ltd. request that the information contained in this letter, marked by “[***]”, be treated as confidential information pursuant to 17 C.F.R. § 200.83.

    U.S. Securities and Exchange Commission

 17. Please revise to clarify whether GDAM is currently a custodian of digital assets. If so, please explain how they custody such assets.

Galaxy advises the Staff that Galaxy Asset Management, or GAM (formerly
known as GDAM) is not a custodian of digital assets. Galaxy has revised the disclosure on page 16 and throughout Amendment No. 1
in response to the Staff’s comment.

 19. Please revise to clarify whether, as part of its CMA in 2019, or otherwise, Galaxy Digital Partners LLC was approved by FINRA to
do a digital assets business. Additionally, please disclose the types of assets it currently trades. Further, if it trades digital assets,
please identify such assets.

Galaxy has revised the disclosure on
page 204 in response to the Staff’s comment. With respect to digital assets and digital asset securities, Galaxy advises
the Staff that Galaxy Digital Partners LLC, has made a business decision to wait until there is greater regulatory clarification as to
how transactions by registered broker-dealers in digital assets or digital asset securities will be regulated. Should GDP determine to
expand its business, it will conduct a materiality consultation or file a Continuing Membership Application with FINRA, as necessary.
In this regard, GDP does not currently:

 · Engage in underwriting services or private placement services with respect
to digital securities (e.g., tokens, initial coin offerings or other digital representations of securities on a blockchain);

 ·  Buy or sell any virtual currency;

 ·  Accept cryptocurrency as payment for services;

 ·  Carry accounts of any type for customers;

 ·  Handle or hold funds or securities on behalf of customers;

 ·  Hold any part of a public offering in inventory;

 ·  Extend margin;

 ·  Issue research reports;

 ·  Underwrite municipal securities or otherwise engage in municipal securities
business;

 ·  As underwriter or selling group member, allocate securities to customer accounts;

 ·  Serve as managing underwriter or lead bookrunner; or

 ·  Perform settlement of securities transactions.

 20. Please revise to clarify whether GDPI is currently registered as a broker-dealer.

Galaxy has revised the disclosure on pages 17, 164 and 205 in response
to the Staff’s comment. Galaxy advises the Staff that Galaxy Principal Investments, or GPI (formerly known as GDPI) is not currently
registered, or required to be registered, as a broker-dealer. As described on pages 17, 164 and 205 – 207 of the disclosure under
Principal Investments, GPI manages a diverse portfolio of largely private investments across the digital assets industry. GPI does not
engage in the business of effecting transactions in securities for the account of others (i.e., as a “broker”) nor does GPI
engage in the business of buying and selling securities for its own account, other than in its capacity as an investor (i.e., as a “dealer”).

    February 9, 2023 GLXY-3

Galaxy Digital Inc. and Galaxy Digital Holdings Ltd. request that the information contained in this letter, marked by “[***]”, be treated as confidential information pursuant to 17 C.F.R. § 200.83.

    U.S. Securities and Exchange Commission

 21. We note your response to comment 6. Please provide us with a materially complete description of how the secondary marketplace will
operate. Please also expand your legal analysis to address the operation of the secondary marketplace.

Galaxy advises the Staff that it has provided its response within Annex
A hereto.

Cover Page

 22. We note your disclosure that Michael Novogratz is expected to own approximately 62.3% of Pubco’s voting power immediately
following the reorganization and the reorganization merger (or 56.5%, if the BitGo Acquisition is consummated). Please revise to disclose
whether you intend to rely on Nasdaq listing standards for a “controlled company.”

Galaxy has revised the disclosure on
the cover page in response to the Staff’s comment.

Basis of Financial Statement Presentation, page i

 23. We note your response to prior comment 9. Although it is clear that your proposed acquisition of BitGo is contingent upon the completion
of your Reorganization and Reorganization Merger, as defined in your submission, it is also clear from disclosure in the last paragraph
on page 3 that your Reorganization and Reorganization Merger transactions are not conditioned on the completion of your acquisition
of BitGo. In addition, you disclose in the second paragraph on page ii that Galaxy Digital Inc. was formed primarily for the purpose
of consummating the Reorganization and Reorganization Merger and facilitating the BitGo Acquisition, not solely for the purpose of completing
the BitGo Acquisition. Please tell us whether you and your board of directors are required to complete your Reorganization and Reorganization
Merger if approved by shareholders even if the BitGo shareholders do not approve the sale to you. If you must complete the Reorganization
and Reorganization Merger transactions, if approved by shareholders, regardless of the outcome the BitGo shareholder vote, we find it
difficult to conclude that Galaxy Digital, Inc. was formed solely for the purpose of completing the BitGo Acquisition. Depending
on your answer to this question either:

 ·  Provide the audited financial statements of Galaxy Digital Inc. as previously
requested; or

 ·  Revise your disclosure on page ii to clarify how Galaxy Digital Inc.
is formed solely for the purpose of completing your acquisition of BitGo.

At the Staff’s request, Galaxy has provided the audited financial
statements of GDI in Amendment No. 1, but for the avoidance of doubt, Galaxy maintains its position that GDI is a “business
combination related shell company.” GDI was formed by GDHL, which is not a shell company, solely for the purpose of completing the
Reorganization and the Reorganization Merger.

    February 9, 2023 GLXY-4

Galaxy Digital Inc. and Galaxy Digital Holdings Ltd. request that the information contained in this letter, marked by “[***]”, be treated as confidential information pursuant to 17 C.F.R. § 200.83.

    U.S. Securities and Exchange Commission

In
response to the Staff’s comment, Galaxy and its board of directors are not required to complete the Reorganization and Reorganization
Merger, even if the Reorganization is approved by Galaxy shareholders. Although GDHL shareholder approval is a condition to completing
the Reorganization, nothing in GDHL’s articles of association, the laws of the Cayman Islands or the rules and regulations
of the TSX would obligate Galaxy to complete the Reorganization once it is approved by GDHL shareholders. Galaxy further notes that the
Reorganization Merger is a short-form merger to be carried out pursuant to Section 253
of the Delaware General Corporation Law (“DGCL”), which statute does not require
shareholder approval.

A “business combination related shell company” is defined
in Rule 405 under the Securities Act as a shell company that is formed by an entity that is not a shell company solely for the purpose
of completing a business combination transaction among one or more entities other than the shell company, none of which is a shell company.
Rule 165(f)(1) under the Securities Act defines a “business combination transaction” as any transaction specified
in Rule 145(a) under the Securities Act or exchange offer. The Reorganization is a “business combination transaction,”
as it contemplates the redomiciliation of GDHL from the Cayman Islands to Delaware, and reclassification of GDHL’s ordinary shares
as shares of Class A common Stock of GDH Delaware, in a transaction to be submitted for the vote of GDHL shareholders. The Reorganization
is therefore a transaction within the scope of Rule 145(a) under the Securities Act, under paragraph (1) of such section,
which provides that “an offer … or sale shall be deemed to be involved, within the meaning of section 2(3) of the Act
 … [where] there is submitted for the vote or consent of such security holders a plan or agreement for … a reclassification
of securities … which involves the substitution of a security for another security.”

In
the Reorganization Merger, each outstanding share of GDH Delaware’s Class A common stock will automatically convert into one
share of GDI’s Class A common stock, and the rights of a holder of GDI’s Class A common stock will be identical
to the rights of a holder of GDH Delaware’s Class A common stock immediately prior to the Reorganization Merger. To
our knowledge, the Staff has never before concluded that a short-form merger under Section 253 of the DGCL forever results
in “former shell company” status f