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 Joseph A. Hall
+1 212 450 4565
joseph.hall@davispolk.com Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
davispolk.com

May 13, 2024

Re: Galaxy Digital Inc.

Registration Statement on Form S-4

Filed December 22, 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 April 16, 2024. Galaxy has revised the Registration Statement and is filing Amendment No. 4 to the Registration Statement (“Amendment No. 4”) together with this response letter. Amendment No. 4 also contains certain additional updates and revisions. We would be pleased to provide courtesy copies of Amendment No. 4 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. 4 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 4. 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.

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Amendment No. 4 to Registration Statement on Form S-4

General

1.We continue to evaluate the issues underlying prior comments 2, 19, 42, 48, 49, and 52 and may have further comments.

Galaxy acknowledges the Staff's comment.

2.We note your revised disclosure in response to comment 1 that "[w]hile QPT engages in quantitative trading activity with respect to digital assets that could be determined to be 'securities' under the federal securities laws, it is primarily engaged in trading activity with respect to bitcoin and ether." Please revise to disclose all of the crypto assets that QPT engages in trading activity with.

Galaxy advises the Staff that it wound down Quantitative Principal Trading in 2023. Galaxy has revised the disclosure on pages 25 and 231 in response to the Staff’s comment.

Risk Factors

Risks Related to Our Business Lines

Our venture investments business within asset management, page 74

3.We note your response to prior comment 12 but are unable to locate revised disclosure. Please revise your disclosure to describe who, either within the Company or outside of the Company, makes decisions about your equity investments in portfolio companies.

Galaxy has revised the disclosure on page 216 in response to the Staff’s comment.

Risks Related to Cryptocurrencies and Digital Assets

The continuing development and acceptance of digital assets, page 80

4.We note your response to comment 13 and await your revisions in a future amendment to the registration statement.

Galaxy participates in staking activities using its proprietary assets as well as providing non-custodial digital asset staking services, to a limited group of institutional customers that qualify as “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933 (“Regulation D”). These institutional customers are limited to Galaxy affiliates (collectively, “Delegators”) that delegate certain staking validation rights with respect to various tokens that they hold—without giving Galaxy custody of the tokens—so that Galaxy can use its proprietary computer hardware, systems and software to facilitate validation and staking processes on certain blockchain protocols (namely, “Delegated Staking”). In performing Delegated Staking, Galaxy merely provides technological infrastructure and administrative support to carry out ministerial aspects of the staking process for Delegators, and never owns or takes custody of any of the staked tokens. For these services, Galaxy receives a percentage of any staking rewards paid to the Delegators by the blockchain protocols on a programmatic basis for validating blockchain transactions through the staking process.  Galaxy does not guarantee any particular quantum of staking rewards or rate of return to Delegators and does not hold itself out as offering Delegators a yield or return on their staked tokens. Galaxy receives written representations from all Delegators that they are accredited investors under Regulation D. In light of the foregoing, Galaxy does not believe that its participation in Delegated Staking services constitutes an offer or sale of “securities” under the federal securities laws. In the event such activities were deemed to involve an offer or sale of “securities,” Galaxy believes that its activities would be exempt from the registration requirements of the Securities Act pursuant to Regulation D and other exemptions.

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Galaxy advises the Staff that it has revised the disclosure on pages 25 to reference the staking services initiated in the second quarter of 2024 in response to the Staff’s comment.

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022 Revenues and gains from operations, page 184

5.You disclose that digital assets sales revenue decreased 56% for the nine months ended September 30, 2023 versus the comparable prior year period due to reduced digital asset prices and that you reduced the scope and size of your high frequency trading business, resulting in reduced volumes. You also disclose a 13.5% increase over the same period in lending and staking income driven by a larger loan book and higher rates on new loans. Please tell us your consideration for quantifying the price changes versus volume changes as stipulated in Item 303(b)(2)(iii) of Regulation S-K. Regarding your digital assets sales revenue, specifically tell us whether you have a universal metric to track sales volume by units of digital assets and related prices for all digital assets in which you trade. If not, tell us whether a disproportionally small number of assets account for a significant portion of your sales revenue and your consideration for disclosing information about those assets, either individually or as a group.

Galaxy advises the Staff that Galaxy does not employ a universal metric to track sales volume by unit of digital assets. Given the significant disparity between relative value of different digital assets for a given quantity, an analysis by Galaxy of changes in quantity on an aggregate basis would not be meaningful.

Galaxy notes that the majority of its sales revenue is driven by a small number of digital assets, specifically, BTC, ETH, and USDT. Galaxy has revised its disclosure on pages 185 and 190 to separately discuss the impact of BTC and ETH on the revenue amounts in response to the Staff’s comment. As USDT is a stablecoin with relatively stable value, Galaxy uses it as a proxy for cash.

6.Given the magnitude of your net gain on digital assets to your overall profitability and its various components (including, but not limited to, the sale of digital financial assets, day one gains/losses on the derecognition of lent digital assets, change in fair value of digital assets loans receivable, change in fair value of the embedded derivative to return digital assets borrowed and collateral received on digital assets lent, etc.), please revise your disclosure to present and discuss the period over period changes at a more granular level.

Galaxy advises the Staff that with the adoption of ASU 2023-08, the net gain on digital asset is no longer comparable between the year ended December 31, 2023 and 2022. Galaxy has revised the disclosure on pages 186 and 190 in response to the Staff’s comment to provide additional detail on the main drivers that comprises the net gain on digital assets in each period.

7.Given the magnitude of your net gain on derivatives trading to your overall profitability, please revise your disclosure to present and discuss the period over period changes at a more granular level. In this regard, disclose by type of derivative disclosed in Note 7 on page F-28:

•Your gains/losses from settled derivative trades;

•Your gains/losses on open derivatives; and

•Any hedging impact included in this line item.

Galaxy has revised the disclosure on pages 186 - 187, and page 191 in response to the Staff’s comment. Galaxy further advises the Staff that Galaxy has revised its derivative disclosure in Note 8 (formerly Note 7) to aggregate the derivative instruments by the nature of the underlying. Additionally, while Galaxy does not apply hedge accounting, derivative instruments are used to provide an economic hedge against

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certain long-dated restricted digital assets and digital asset receivables. Galaxy has revised its disclosure to identify the portion of derivative gains/(losses) related to such economic hedges.

Quantitative and Qualitative Disclosures about Market Risk

Credit and Counterparty Risk, page 194

8.We note your response to prior comment 24 and re-issue in part. We note your disclosure that you participate in "lending and posting risk margin with trading exchanges and platforms," and that you post risk margin with digital asset trading platforms to participate in activities within the trading platform. Please revise to clarify whether the trading platforms referred to are located within the U.S. or elsewhere.

Galaxy advises the Staff that it has included the location of the referenced trading platforms in the column entitled “Entity Domicile” in the table on page 196 in response to the Staff’s comment.

Our Products and Services

Global Markets, page 209

9.Please revise your chart starting on page 212 to include a column that indicates which digital assets are held or traded for customers of GalaxyOne.

Galaxy has revised the disclosure on page 210 in response to the Staff’s comment.

Information About Galaxy

The Cryptoeconomy

Expansion of Cryptocurrency Universe

Transacting on DeFi, page 227

10.We note your response to prior comment 29 and we re-issue our comment in part. Please revise to:

•Provide a materially complete description of the mechanics of liquidity pools, including but not limited to material terms and policies, and the role of AMMs. In this regard, we note that the liquidity pools facilitate various operations such as borrowing, lending, and trading on decentralized trading platforms;

•Identify the tokens or pairs of tokens that will be available in the liquidity pools. In this regard, we note that the smart contracts allow participants/liquidity providers to contribute assets to these pools and receive pool specific receipt tokens in return;

•Clarify whether and to what extent you are affiliated with or have any material relationships with any of the liquidity providers;

•Provide a materially complete description of the mechanics of yield farming, including but not limited to material terms and policies, and how rewards are calculated and distributed. In this regard, we note that liquidity providers earn rewards via distributions of liquidity pool profit from trading margins, interest income and staking rewards;

•Discuss whether you hold any interest in the AMMs and decentralized exchanges; and

•Update your risk factor disclosure to address risks associated with yield farming, liquidity pools and AMMs.

Galaxy has revised the disclosure on pages 98 - 99 and starting on page 224 in response to the Staff’s comment. Galaxy further advises the Staff that Galaxy has not identified tokens or pairs of tokens that will be available in the liquidity pools because there are practically infinite possible combinations. However, in the revised disclosure, Galaxy has provided an example of a typical pairing of tokens. Additionally, Galaxy

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has not included a discussion of liquid staking in the revised disclosure because, despite the name, liquid staking does not involve liquidity pools or the use of automated market making.

Government Regulation, page 248

11.Please revise to discuss the Digital Financial Assets Law recently enacted in California and the potential impact to your business. To the extent material, please also discuss its potential impact in your risk factors section.

Galaxy has revised the disclosure on page 251 and throughout in response to the Staff’s comment.

Galaxy Digital Holdings LP Unaudited Interim Condensed Consolidated Financial Statements Condensed Consolidated Interim Statements of Operations, page F-2

12.We acknowledge your response to prior comments 33 and 34. It is unclear to us how you can present a gross profit without fully costing each revenue and net gain item included in that subtotal. As a result, revise your presentation to provide a fully-costed cost of revenue for each revenue and net gain line item and tell us how you derived the fully-costed amounts. Otherwise, please revise your presentation to address the following:

•Remove the “total cost of revenues” and “gross profit/(loss)” subtotals; and

•Present each cost of revenue as an operating expense.

Galaxy has revised its presentation on page F- 5 in response to the Staff’s comment.

Condensed Consolidated Interim Statements of Financial Position, page F-3

13.We note the balance of Digital Financial Assets was $103.8 million on the Statement of Financial Position at September 30, 2023, but the balance of USDC was $123.2 million in Note 4 on page F-25 at September 30, 2023. Please revise in your next amendment, or advise otherwise.

Galaxy advises the Staff that in providing the summary of significant assets as of September 30, 2023, Galaxy included digital assets that were deposited on decentralized finance protocols. The USDC balance as of September 30, 2023 included approximately $20 million of cUSDC tokens that represented USDC tokens deposited on the Compound decentralized protocol. These decentralized finance protocol tokens were reflected in the Digital assets receivable from decentralized protocols on Galaxy’s statement of financial position within its interim consolidated financial statements as of September 30, 2023. Galaxy does not hold any financial assets on decentralized finance protocols as of December 31, 2023.

Galaxy has revised its significant digital asset holdings disclosure to align with the requirements of ASU 2023-08 as of December 31, 2023. Because Galaxy concluded that decentralized finance protocol tokens are not in the scope of ASU 2023-08, they are now included in a separate table in the significant digital asset holdings disclosure. Galaxy has also revised the disclosure on page F-31 to indicate that the significant digital asset holdings in the comparative period included digital assets that are wrapped versions of the digital assets presented.

Notes to the Condensed Consolidated Interim Financial Statements

Note 2. Significant Accounting Policies

Revenue From Proprietary Mining, page F-10

14.We note your response to prior comment 37. Please respond to the following:

•Revise your disclosure to clarify, consistent with your response, that you have entered into arrangements with mining pool operato