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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

November 27, 2024

Re: Galaxy Digital Inc.

Registration Statement on Form S-4

Filed July 25, 2024

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 12, 2024. Galaxy has revised the Registration Statement and is filing Amendment No. 6 to the Registration Statement (“Amendment No. 6”) together with this response letter. Amendment No. 6 also contains certain additional updates and revisions. We would be pleased to provide courtesy copies of Amendment No. 6 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. 6 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 6. 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.

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

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other material impact from your past accounts at and banking relationships with Silvergate Bank and Signature Bank.

Galaxy advises the Staff that it has updated the disclosure on page 100 in response to the Staff’s comment.

Glossary, page 352

2.We note your response to prior comment 10 and definitions of "liquid staking" and "restaking." Please revise to clarify:

•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.

Galaxy advises the Staff that it has updated the disclosure on pages 360 and 361 in response to the Staff’s comment.

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:

◦Whether you or your customer has the contract with the mining pool operator; and

◦Whether 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.

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•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.

Galaxy advises the Staff that its hosting customers contract directly with their chosen mining pool operators (i.e. our hosting customers are the miners of record with the mining pool operator). The mining pool operators deposit the mining rewards to digital asset wallets controlled by Galaxy’s hosting customers directly.

Galaxy further advises the Staff that for each period included in the Registration Statement, the cash consideration that was derived from the value and amount of bitcoins mined by its customers was as follows:

Period  Variable consideration based on BTC ($ millions) Range of percentage of total consideration in the period Weighted average percentage of variable consideration based on BTC

FY 2021  $— —% —%

FY 2022  $— —% —%

FY 2023  $1.7 (150)%(1) to 14%

 7%

YTD 3Q 2024  $0.9 0% to 12% 4%

(1) Galaxy notes that during August 2023, Galaxy opted to curtail its power consumption and sell the pre-purchased electricity on the spot market due to high electricity prices in the ERCOT Load Zone West region. As electricity costs (net of curtailment sales) to provide the hosting services are one input into the variable consideration calculation, periods where the power credits earned from our retail electricity provider was greater than the variable consideration input of the number of bitcoins mined resulted in negative total consideration.

Per the terms of Galaxy’s standard hosting services agreement, its customers can request Galaxy to undertake the following activities on their behalf:

1.Install or remove any customer-owned bitcoin mining equipment;

2.Direct Galaxy to configure or reconfigure the customer bitcoin mining equipment to participate in a given mining pool; and

3.Perform repair and maintenance of customer bitcoin mining equipment.

Galaxy charges its hosting customers a fee for the additional services listed above which they may request based on rates agreed upon in the hosting services agreement. The customers do not have any other substantive rights per the terms of the hosting services agreement to, for example, unconditionally start or stop running hash computations or redirect a customer’s mining equipment to a different mining pool. It is Galaxy’s customers that solely have substantive rights to direct the use of this equipment.

Proprietary mining, page F-10

4.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

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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:

◦your contracts continuously renew;

◦therefore they have a duration of less than 24 hours;

◦the customer's termination/renewal option is not a material right and the reason therefor; and

◦as 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.

Galaxy advises the Staff that because the contract with the mining pool operator, Galaxy’s customer, can be unilaterally terminated at any time by either party without penalty, consistent with Example 1 in FASB Implementation Q&A 7, the contract duration does not extend beyond the services already provided. Therefore, Galaxy has concluded there is no contract from which a material right can arise/exist (i.e. there is no customer option that can give rise to a material right).

However, if Galaxy were to consider the material right guidance in ASC 606-10-55-42, Galaxy has concluded that the ability to continuously renew the arrangement does not represent a material right given the requirement in ASC 606-10-55-43 for the additional goods or services to be provided at a price that is not their standalone selling price. The additional services that the customer obtains through their continued participation in the contract with Galaxy are obtained at the standalone selling price for those services. As each additional unit of hash rate provides the customer with the same incremental benefit relative to the total network hash rate as units previously provided, and provides Galaxy with the same incremental transaction fee (expressed as a percentage of total pool hash rate), each additional unit of hash rate is therefore subject to the exact same pricing terms relative to other units of hash rates provided under the same contract. Galaxy does not receive any advance payments or other consideration for any future renewal period.

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Galaxy has revised its disclosure on page F-10 to indicate that the contract is continuously renewed, has a duration of less than 24 hours, and that there is no material right in the arrangement because any additional services Galaxy provides, if neither party exercises their termination option, are at their standalone selling price.

Galaxy further advises the Staff that it has not revised its disclosure within the annual financial statements for prior periods, as it did not consider this update to be material. Galaxy will revise its disclosure prospectively in the future annual and interim financial statements.

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:

◦self-staking on your own behalf;

◦staking you controlled for others (including staking validator node back-end support for the Lido platform as disclosed on page 229);

◦staking you conducted through others, separately identifying any mining through DeFi protocols; and

◦income (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.).

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Galaxy advises the Staff that in addition to earning blockchain rewards by operating staking infrastructure, third-parties delegating digital assets for staking on Galaxy staking infrastructure, and Galaxy delegating proprietary digital assets to party staking infrastructure, Galaxy also earns income from the following types of DeFi protocols: 1) liquid staking protocols such as Lido; 2) liquidity pools such as Uniswap; and 3) lending protocols such as Aave or Compound. All such income is reflected in the “Blockchain rewards” line. The most significant income that Galaxy receives from DeFi protocols relates to liquid staking income from its participation on Lido and similar liquid staking protocols. All other forms of income from DeFi protocols (i.e., those other than liquid staking) are not material.

The following table represents the breakdown of Galaxy’ blockchain rewards as requested by the Staff:

(in millions) Nine months ended September 30, 2024 Year ended December 31, 2023

Staking rewards on Galaxy proprietary assets staked on Galaxy staking infrastructure $ 25.9   $ 3.7

Staking rewards for third-party digital assets staked on Galaxy staking infrastructure 69.5   1.1

Staking rewards earned from Galaxy proprietary assets staked on third-party staking infrastructure (incl. liquid staking rewards) 5.4   1.8

Total staking-related blockchain rewards $ 100.8   $ 6.6

Income from DeFi protocols (other than liquid staking) 0.8   0.1

Total blockchain rewards $ 101.6   $ 6.7

Additional breakdown by blockchain:

(in millions)  Galaxy infrastructure  Third-party infrastructure Total

Blockchain  Galaxy assets Third-party assets  Liquid staking Non-liquid staking

Ethereum  $ 4.1   $ 6.3    $ 1.8   $ —   $ 12.2

Solana  9.7   61.8    —   —   71.5

Celestia  9.8   0.7    —   2.7   13.2

Others  2.3   0.7    —   0.9   3.9

Total for nine months ended September 30, 2024  $ 25.9   $ 69.5    $ 1.8   $ 3.6   $ 100.8

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(in millions)  Galaxy infrastructure Third-party infrastructure Total

Blockchain  Galaxy assets Third-party assets Liquid staking Non-liquid staking

Ethereum  $ —   $ —   $ 0.1   $ —   $ 0.1

EVMOS

  1.7   —   —   —   1.7

Celestia  0.9   —   —   0.6   1.5

Akash  0.3   0.4   —   —   0.7

Others  0.8   0.7   —   1.1   2.6

Total for year ended December 31, 2023  $ 3.7   $ 1.1   $ 0.1   $ 1.7   $ 6.6

Digital Assets

Digital assets associated with decentralized finance protocols, page F-13

6.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 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. F