Correspondence 0001628280-23-042578 from Galaxy Digital Inc. (GLXY)
Galaxy Digital Inc.
Date: Dec. 22, 2023 · CIK: 0001859392 · Accession: 0001628280-23-042578
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-262378
Referenced dates: November 16, 2023, November 5, 2021
Letter
Re: Galaxy Digital Inc.
Document
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 “[***]”.
December 22, 2023
Registration Statement on Form S-4
Filed August 11, 2023
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 Irving
Mark Brunhofer
Lulu Cheng
Sandra Hunter Berkheimer
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 November 16, 2023. Galaxy has revised the Registration Statement and is filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”) together with this response letter. Amendment No. 3 also contains certain additional updates and revisions. We would be pleased to provide courtesy copies of Amendment No. 3 to the Staff on request.
For convenience, the Staff’s 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. 3 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 3. 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.
December 22, 2023
GLXY-1
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
Amendment No. 2 to Registration Statement on Form S-4
General
1. We note your response to comment 9 that Blue Fire Capital Europe Cooperatief U.A., now rebranded to Quantitative Principal Trading, engages in your "quantitative trading activity with respect to digital assets that are potentially securities" and that it is primarily engaged in trading activity with respect to bitcoin and ether. Please revise your disclosure to clarify what you mean by the crypto assets are "potentially securities."
Galaxy has revised the disclosure on page 27 in response to the Staff’s comment.
2. We continue to evaluate your responses to comments 50, 59, 72 and 84 and may have further comments.
Galaxy acknowledges the Staff's comment.
A Letter from Michael Novogratz, our Founder and Chief Executive Officer, page iv
3. We note your response to comment 20 and re-issue in part. Please expand to provide recent support for your statement that the entrance of institutions and human capital into the space continues.
Galaxy has revised the disclosure on page vii to remove the reference to "the entrance of institutions and human capital into the space continues."
Galaxy advises the Staff that "the entrance of institutions and human capital into the space continues" is supported by the following, among other developments and sources:
A.Institutional adoption examples:
1.The 2023 Institutional Investor Digital Asset Outlook commissioned by Coinbase noted (1) 64% of current crypto investors surveyed expect to increase allocation in next 3 years and (2) 45% of institutional investors surveyed currently without crypto allocations expect to allocate in the next 3 years. (https://www.coinbase.com/institutional/research-insights/resources/education/2023-institutional-investor-digital-assets-outlook-survey)
2.Franklin Templeton filed for spot bitcoin ETF in September 2023 (https://www.coindesk.com/business/2023/09/12/franklin-templeton-joins-bitcoin-etf-race/)
3.BlackRock filed for a spot ethereum ETF in November 2023 (https://www.reuters.com/business/finance/blackrock-woos-investors-ethereum-trust-further-crypto-push-2023-11-16/)
4.Commerzbank obtained a German crypto custody license in November 2023 (https://www.reuters.com/technology/commerzbank-receives-crypto-custody-licence-germany-2023-11-15/)
5.JP Morgan and Apollo's successful "proof of concept" tokenizing asset management funds (https://www.coindesk.com/tech/2023/11/15/jpmorgan-apollo-tokenize-funds-in-proof-of-concept-with-axelar-oasis-provenance/)
December 22, 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
6.JP Morgan October 2023 research report attributing bitcoin’s performance to institutional demand (https://www.coindesk.com/markets/2023/10/26/bitcoins-recent-outperformance-fueled-by-institutional-demand-jpmorgan-says/)
7.Citibank's September 2023 announcement of new digital asset capabilities for institutional clients (https://www.citigroup.com/global/news/press-release/2023/citi-develops-new-digital-asset-capabilities-for-institutional-clients)
8.Fidelity filed for spot ethereum ETF in November 2023 (https://decrypt.co/206579/fidelity-ethereum-fund-spot-eth-etf)
9.Deutsche Bank's September 2023 announcement of new service offerings including digital asset custody and tokenization (https://decrypt.co/156670/deutsche-bank-to-offer-crypto-custody-with-swiss-fintech-taurus)
10.British multinational bank Standard Chartered's September announcement of staking service offering (https://decrypt.co/197895/standard-chartered-zodia-custody-crypto-yield-staking)
11.PayPal's August 2023 launch of a US dollar denominated stablecoin (https://newsroom.paypal-corp.com/2023-08-07-PayPal-Launches-U-S-Dollar-Stablecoin)
B.Human capital entrance examples:
1.Coinbase received over 30,000 applicants for their full-time internship program. (https://www.coinbase.com/blog/talent-density-at-coinbase)
2.Solana's new product competition held September through October of 2023 reached all-time highs in terms of teams submitting projects (907) and applicants (7000+) (https://solana.com/news/solana-hyperdrive-hackathon-winners)
3.Crypto developer counts are up 92% as of June 1, 2023 verses June 1, 2020 according to Electric Capital Developer Report (https://www.developerreport.com/blog/newsletter-20230706)
4.Canada’s Blockchain Futurist August 2023 conference attracted record-breaking attendance. (https://finance.yahoo.com/news/blockchain-futurist-conference-launches-today-120000501.html?guccounter=1)
5.The 2023 Global Crypto Adoption Index released by Chainalysis in September 2023 noted grassroots adoption is recovering from post-FTX lows, especially in lower middle income countries which account for 40% of the global population. (https://www.chainalysis.com/blog/2023-global-crypto-adoption-index/)
Questions and Answers about the Proposed Transactions
General Questions and Answers for GDHL Shareholders, page 1
4. Please refer to comment 12 of our letter dated November 5, 2021. Please revise to disclose the number of Class B ordinary shares of GDHL that will be issued in connection with the Governing Documents Amendment. Please make corresponding changes throughout the document as applicable. Further, file the form of proxy and form of written consent that will be used in relation to the solicitation of GDHL shareholders.
December 22, 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
Galaxy has filed the form of proxy as Exhibit 99.2 of Amendment No. 3. Galaxy submits to the Staff that no Class B ordinary shares will be issued in connection with the Governing Documents Amendment. Galaxy further advises the Staff that the Class B ordinary share structure is created through the Domestication Charter and Bylaws Amendment, prior to GDHL's domestication from the Cayman Islands to Delaware, but no Class B ordinary shares will be issued thereby. Following the Domestication, GDH Delaware will have a dual-class capital structure including both Class A Common Stock and Class B Common Stock. The number of shares of Class B Common Stock issued will equal the number of Class B Units of GDH LP outstanding at such time, as the Class B Common Stock will be issued on a 1:1 basis with Class B LP Unit holders.
Further, Galaxy has not filed a form of written consent as there is no requirement to collect a written consent under Canadian securities law or Cayman securities law. GDHL shareholders will receive a copy of the Management Circular/Prospectus and the form of proxy in connection with the solicitation of and vote of proxies at the Meeting.
Prospectus Summary
Information About Galaxy
Our Products and Services, page 16
5. We note your response to comment 21. Please revise your disclosure to address the following:
•Discuss the material terms of any agreements you have with third-party custodians;
•Describe the terms and provisions of any insurance policies that will cover the customer digital assets that are held by third-party custodians, including the amount of coverage, term, termination provisions, renewal options and limitations on coverage. To the extent there are none, please revise your disclosure to so clarify and expand your risk factor disclosure as appropriate; and
•Clarify the usage of private keys and your statement that Galaxy may hold a shard of the private key, in light of your disclosure and response that in accordance with your customer agreements, GalaxyOne customer digital assets will now only be held in custodian omnibus accounts.
Galaxy has revised the disclosure on pages 17-18 and 215-216 in response to the Staff’s comment.
The Cryptoeconomy, page 18
6. Please revise to provide support for your statements that "Ethereum is home to the largest share of newer application categories" and "bitcoin and ether together account for more than 65% of the asset class’s market capitalization today." Please revise to provide support for your statement that "[t]he number of world wide individual cryptocurrency users was 425 million as of January 2023, up from 295 million in January 2022."
Galaxy has revised the disclosures on pages 25-26 and 28 inserting footnotes to reference source data in response to the Staff’s comment.
Government Regulation
United States, page 30
7. Please explain if Galaxy Digital Partners LLC uses the advisory services of GDCM LP, and if so how.
Galaxy advises the Staff that Galaxy Digital Partners LLC does not use the advisory services of GDCM LP.
December 22, 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
Canada and other jurisdictions, page 31
8. We note your statement that “GDH LP’s diversified asset management firm dedicated to the cryptocurrency and blockchain sectors intends, in the future, to register or file for a registration exemption in Canada to sell or distribute securities, or to advise with respect to investments in securities, or to act as an investment fund manager, if required.” Please identify the firm you are referring to here.
Galaxy has revised the disclosure on page 33 to remove this statement. Galaxy submits to the Staff that this language was included simply to acknowledge the applicable Canadian law (National Instrument 31-103) and Galaxy’s intention to comply with the regime in the event that it applies to GDH LP in the future.
Risk Factors, page 49
9. We note your response to comment 26 in which you state that “[c]ertain components of Galaxy’s counterparty, credit, liquidity, and risk assessment processes were adjusted” in light of recent crypto asset market conditions. To the extent material, please revise your disclosure to describe any gaps your board or management have identified with respect to risk management processes and policies in light of recent crypto asset market conditions as well as any changes they have made to address those gaps.
Galaxy has revised the disclosure on page 69 to describe its ongoing assessment of risk management processes and results related to recent market events in response to the Staff’s comment. Galaxy further advises the Staff that, while Galaxy has identified opportunities for improvement, its ongoing assessment of risk management processes and policies did not identify any gaps that were material, individually or in the aggregate, as result of recent crypto asset market events.
Risks Related to Our Operations
A determination that a digital asset is a "security", page 52
10. We note your disclosure regarding the lawsuits against Coinbase and Binance and your reference to “a number of digital assets that the SEC alleges to be unregistered securities.” Please revise to clarify that your business supports certain of the assets identified in those complaints, disclose the particular digital assets in those complaints that you support and discuss the impact this may have on your business, financial condition and results of operations. Please also revise this risk factor to summarize the disclosure you have included in the second paragraph of the Legal Proceedings section in order to provide appropriate context for the risks you discuss.
Galaxy has revised the disclosure on page 55 and provided additional information in Annex I in response to the Staff’s comment.
Our process for analyzing whether or not a particular digital asset is a security, page 56
11. We note your response to comment 28 and re-issue in part. Please disclose whether all digital assets you transact in have been re-examined under your current procedures or whether procedures you implement are prospective only, and discuss related risks as applicable. Please also revise to discuss the policies and procedures that will apply, including what actions you will take, if you determine that one of your products or services supports an asset that is deemed to be a security.
December 22, 2023
GLXY-5
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
Galaxy has revised the disclosure on page 59 in response to the Staff’s comment and provided additional information in Annex I in response to the Staff’s comment.
Risks Related to Our Business Lines
Our venture investments business within asset management, page 71
12. Please describe who, either within the Company or outside of the Company, makes decisions about your equity investments in portfolio companies.
Galaxy advises the Staff that with respect to the equity investments held directly on the Company's balance sheet, a component of Crypto Ventures, the Company has an Investment Committee consisting of the Chief Investment Officer, co-heads of Crypto Ventures, the General Counsel and CFO. With respect to equity investments h
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CORRESP 1 filename1.htm Document 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 “[***]”. December 22, 2023 Re: Galaxy Digital Inc. Registration Statement on Form S-4 Filed August 11, 2023 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 Irving Mark Brunhofer Lulu Cheng Sandra Hunter Berkheimer 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 November 16, 2023. Galaxy has revised the Registration Statement and is filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”) together with this response letter. Amendment No. 3 also contains certain additional updates and revisions. We would be pleased to provide courtesy copies of Amendment No. 3 to the Staff on request. For convenience, the Staff’s 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. 3 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 3. 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. December 22, 2023 GLXY-1 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 Amendment No. 2 to Registration Statement on Form S-4 General 1. We note your response to comment 9 that Blue Fire Capital Europe Cooperatief U.A., now rebranded to Quantitative Principal Trading, engages in your "quantitative trading activity with respect to digital assets that are potentially securities" and that it is primarily engaged in trading activity with respect to bitcoin and ether. Please revise your disclosure to clarify what you mean by the crypto assets are "potentially securities." Galaxy has revised the disclosure on page 27 in response to the Staff’s comment. 2. We continue to evaluate your responses to comments 50, 59, 72 and 84 and may have further comments. Galaxy acknowledges the Staff's comment. A Letter from Michael Novogratz, our Founder and Chief Executive Officer, page iv 3. We note your response to comment 20 and re-issue in part. Please expand to provide recent support for your statement that the entrance of institutions and human capital into the space continues. Galaxy has revised the disclosure on page vii to remove the reference to "the entrance of institutions and human capital into the space continues." Galaxy advises the Staff that "the entrance of institutions and human capital into the space continues" is supported by the following, among other developments and sources: A.Institutional adoption examples: 1.The 2023 Institutional Investor Digital Asset Outlook commissioned by Coinbase noted (1) 64% of current crypto investors surveyed expect to increase allocation in next 3 years and (2) 45% of institutional investors surveyed currently without crypto allocations expect to allocate in the next 3 years. (https://www.coinbase.com/institutional/research-insights/resources/education/2023-institutional-investor-digital-assets-outlook-survey) 2.Franklin Templeton filed for spot bitcoin ETF in September 2023 (https://www.coindesk.com/business/2023/09/12/franklin-templeton-joins-bitcoin-etf-race/) 3.BlackRock filed for a spot ethereum ETF in November 2023 (https://www.reuters.com/business/finance/blackrock-woos-investors-ethereum-trust-further-crypto-push-2023-11-16/) 4.Commerzbank obtained a German crypto custody license in November 2023 (https://www.reuters.com/technology/commerzbank-receives-crypto-custody-licence-germany-2023-11-15/) 5.JP Morgan and Apollo's successful "proof of concept" tokenizing asset management funds (https://www.coindesk.com/tech/2023/11/15/jpmorgan-apollo-tokenize-funds-in-proof-of-concept-with-axelar-oasis-provenance/) December 22, 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 6.JP Morgan October 2023 research report attributing bitcoin’s performance to institutional demand (https://www.coindesk.com/markets/2023/10/26/bitcoins-recent-outperformance-fueled-by-institutional-demand-jpmorgan-says/) 7.Citibank's September 2023 announcement of new digital asset capabilities for institutional clients (https://www.citigroup.com/global/news/press-release/2023/citi-develops-new-digital-asset-capabilities-for-institutional-clients) 8.Fidelity filed for spot ethereum ETF in November 2023 (https://decrypt.co/206579/fidelity-ethereum-fund-spot-eth-etf) 9.Deutsche Bank's September 2023 announcement of new service offerings including digital asset custody and tokenization (https://decrypt.co/156670/deutsche-bank-to-offer-crypto-custody-with-swiss-fintech-taurus) 10.British multinational bank Standard Chartered's September announcement of staking service offering (https://decrypt.co/197895/standard-chartered-zodia-custody-crypto-yield-staking) 11.PayPal's August 2023 launch of a US dollar denominated stablecoin (https://newsroom.paypal-corp.com/2023-08-07-PayPal-Launches-U-S-Dollar-Stablecoin) B.Human capital entrance examples: 1.Coinbase received over 30,000 applicants for their full-time internship program. (https://www.coinbase.com/blog/talent-density-at-coinbase) 2.Solana's new product competition held September through October of 2023 reached all-time highs in terms of teams submitting projects (907) and applicants (7000+) (https://solana.com/news/solana-hyperdrive-hackathon-winners) 3.Crypto developer counts are up 92% as of June 1, 2023 verses June 1, 2020 according to Electric Capital Developer Report (https://www.developerreport.com/blog/newsletter-20230706) 4.Canada’s Blockchain Futurist August 2023 conference attracted record-breaking attendance. (https://finance.yahoo.com/news/blockchain-futurist-conference-launches-today-120000501.html?guccounter=1) 5.The 2023 Global Crypto Adoption Index released by Chainalysis in September 2023 noted grassroots adoption is recovering from post-FTX lows, especially in lower middle income countries which account for 40% of the global population. (https://www.chainalysis.com/blog/2023-global-crypto-adoption-index/) Questions and Answers about the Proposed Transactions General Questions and Answers for GDHL Shareholders, page 1 4. Please refer to comment 12 of our letter dated November 5, 2021. Please revise to disclose the number of Class B ordinary shares of GDHL that will be issued in connection with the Governing Documents Amendment. Please make corresponding changes throughout the document as applicable. Further, file the form of proxy and form of written consent that will be used in relation to the solicitation of GDHL shareholders. December 22, 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 Galaxy has filed the form of proxy as Exhibit 99.2 of Amendment No. 3. Galaxy submits to the Staff that no Class B ordinary shares will be issued in connection with the Governing Documents Amendment. Galaxy further advises the Staff that the Class B ordinary share structure is created through the Domestication Charter and Bylaws Amendment, prior to GDHL's domestication from the Cayman Islands to Delaware, but no Class B ordinary shares will be issued thereby. Following the Domestication, GDH Delaware will have a dual-class capital structure including both Class A Common Stock and Class B Common Stock. The number of shares of Class B Common Stock issued will equal the number of Class B Units of GDH LP outstanding at such time, as the Class B Common Stock will be issued on a 1:1 basis with Class B LP Unit holders. Further, Galaxy has not filed a form of written consent as there is no requirement to collect a written consent under Canadian securities law or Cayman securities law. GDHL shareholders will receive a copy of the Management Circular/Prospectus and the form of proxy in connection with the solicitation of and vote of proxies at the Meeting. Prospectus Summary Information About Galaxy Our Products and Services, page 16 5. We note your response to comment 21. Please revise your disclosure to address the following: •Discuss the material terms of any agreements you have with third-party custodians; •Describe the terms and provisions of any insurance policies that will cover the customer digital assets that are held by third-party custodians, including the amount of coverage, term, termination provisions, renewal options and limitations on coverage. To the extent there are none, please revise your disclosure to so clarify and expand your risk factor disclosure as appropriate; and •Clarify the usage of private keys and your statement that Galaxy may hold a shard of the private key, in light of your disclosure and response that in accordance with your customer agreements, GalaxyOne customer digital assets will now only be held in custodian omnibus accounts. Galaxy has revised the disclosure on pages 17-18 and 215-216 in response to the Staff’s comment. The Cryptoeconomy, page 18 6. Please revise to provide support for your statements that "Ethereum is home to the largest share of newer application categories" and "bitcoin and ether together account for more than 65% of the asset class’s market capitalization today." Please revise to provide support for your statement that "[t]he number of world wide individual cryptocurrency users was 425 million as of January 2023, up from 295 million in January 2022." Galaxy has revised the disclosures on pages 25-26 and 28 inserting footnotes to reference source data in response to the Staff’s comment. Government Regulation United States, page 30 7. Please explain if Galaxy Digital Partners LLC uses the advisory services of GDCM LP, and if so how. Galaxy advises the Staff that Galaxy Digital Partners LLC does not use the advisory services of GDCM LP. December 22, 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 Canada and other jurisdictions, page 31 8. We note your statement that “GDH LP’s diversified asset management firm dedicated to the cryptocurrency and blockchain sectors intends, in the future, to register or file for a registration exemption in Canada to sell or distribute securities, or to advise with respect to investments in securities, or to act as an investment fund manager, if required.” Please identify the firm you are referring to here. Galaxy has revised the disclosure on page 33 to remove this statement. Galaxy submits to the Staff that this language was included simply to acknowledge the applicable Canadian law (National Instrument 31-103) and Galaxy’s intention to comply with the regime in the event that it applies to GDH LP in the future. Risk Factors, page 49 9. We note your response to comment 26 in which you state that “[c]ertain components of Galaxy’s counterparty, credit, liquidity, and risk assessment processes were adjusted” in light of recent crypto asset market conditions. To the extent material, please revise your disclosure to describe any gaps your board or management have identified with respect to risk management processes and policies in light of recent crypto asset market conditions as well as any changes they have made to address those gaps. Galaxy has revised the disclosure on page 69 to describe its ongoing assessment of risk management processes and results related to recent market events in response to the Staff’s comment. Galaxy further advises the Staff that, while Galaxy has identified opportunities for improvement, its ongoing assessment of risk management processes and policies did not identify any gaps that were material, individually or in the aggregate, as result of recent crypto asset market events. Risks Related to Our Operations A determination that a digital asset is a "security", page 52 10. We note your disclosure regarding the lawsuits against Coinbase and Binance and your reference to “a number of digital assets that the SEC alleges to be unregistered securities.” Please revise to clarify that your business supports certain of the assets identified in those complaints, disclose the particular digital assets in those complaints that you support and discuss the impact this may have on your business, financial condition and results of operations. Please also revise this risk factor to summarize the disclosure you have included in the second paragraph of the Legal Proceedings section in order to provide appropriate context for the risks you discuss. Galaxy has revised the disclosure on page 55 and provided additional information in Annex I in response to the Staff’s comment. Our process for analyzing whether or not a particular digital asset is a security, page 56 11. We note your response to comment 28 and re-issue in part. Please disclose whether all digital assets you transact in have been re-examined under your current procedures or whether procedures you implement are prospective only, and discuss related risks as applicable. Please also revise to discuss the policies and procedures that will apply, including what actions you will take, if you determine that one of your products or services supports an asset that is deemed to be a security. December 22, 2023 GLXY-5 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 Galaxy has revised the disclosure on page 59 in response to the Staff’s comment and provided additional information in Annex I in response to the Staff’s comment. Risks Related to Our Business Lines Our venture investments business within asset management, page 71 12. Please describe who, either within the Company or outside of the Company, makes decisions about your equity investments in portfolio companies. Galaxy advises the Staff that with respect to the equity investments held directly on the Company's balance sheet, a component of Crypto Ventures, the Company has an Investment Committee consisting of the Chief Investment Officer, co-heads of Crypto Ventures, the General Counsel and CFO. With respect to equity investments h