SecProbe.io

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 Document May 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re:    Galaxy Digital Inc. Registration Statement on Form S-1 (File No. 333-287605) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Galaxy Digital Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of their Registration Statement on Form S-1 (File No. 333-287605) (the “Registration Statement”) and declare the Registration Statement effective as of May 29, 2025 at 4:00 P.M., Washington, D.C. time, or as soon thereafter as practicable. Please call the undersigned at (917) 783-7543 or Daniel P. Gibbons of Davis Polk & Wardwell LLP at (212) 450-3222 with any questions. Very truly yours, GALAXY DIGITAL INC. By: /s/ Andrew Siegel Name: Andrew Siegel Title: General Counsel and Chief Compliance Officer, Galaxy Digital Inc. cc: Daniel P. Gibbons Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 212-450-3222

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 Document May 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re:    Galaxy Digital Inc. Registration Statement on Form S-1 (File No. 333-287604) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Galaxy Digital Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of their Registration Statement on Form S-1 (File No. 333-287604) (the “Registration Statement”) and declare the Registration Statement effective as of May 29, 2025 at 4:00 P.M., Washington, D.C. time, or as soon thereafter as practicable. Please call the undersigned at (917) 783-7543 or Daniel P. Gibbons of Davis Polk & Wardwell LLP at (212) 450-3222 with any questions. Very truly yours, GALAXY DIGITAL INC. By: /s/ Andrew Siegel Name: Andrew Siegel Title: General Counsel and Chief Compliance Officer, Galaxy Digital Inc. cc: Daniel P. Gibbons Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 212-450-3222

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 Document May 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re:    Galaxy Digital Inc. Registration Statement on Form S-1 (File No. 333-287604) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Galaxy Digital Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of their Registration Statement on Form S-1 (File No. 333-287604) (the “Registration Statement”) and declare the Registration Statement effective as of May 29, 2025 at 4:00 P.M., Washington, D.C. time, or as soon thereafter as practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration. Please call the undersigned at (917) 783-7543 or Daniel P. Gibbons of Davis Polk & Wardwell LLP at (212) 450-3222 with any questions. Very truly yours, GALAXY DIGITAL INC. By: /s/ Andrew Siegel Name: Andrew Siegel Title: General Counsel and Chief Compliance Officer, Galaxy Digital Inc. cc: Daniel P. Gibbons Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 212-450-3222

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 Document May 27, 2025 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Lulu Cheng, Sandra Hunter Berkheimer Re: Galaxy Digital Inc. Registration Statement Filed on Form S-1, as amended File No. 333-287604 Dear Ms. Cheng and Ms. Berkheimer: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Galaxy Digital Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement so that it becomes effective at 4:00 p.m., Eastern Time on May 29, 2025 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Davis Polk & Wardwell LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to the underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Signature Page Follows] Very truly yours, Goldman Sachs & Co. LLC Jefferies LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters GOLDMAN SACHS & CO. LLC /s/ Danielle Freeman Name: Danielle Freeman Title: Managing Director JEFFERIES LLC /s/ Michael Bauer Name: Michael Bauer Title: Managing Director MORGAN STANLEY & CO. LLC /s/ Daniel Croitoru Name: Daniel Croitoru Title: Vice President [Signature Page to Underwriters’ Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282

 Re: Galaxy Digital Inc.
 Draft Registration Statement on Form S-1
 Submitted May 16, 2025
 CIK No. 0001859392
Dear Michael Novogratz:

 We have reviewed your draft registration statement and have the
following comment.
Please respond to this letter by providing the requested information and either
submitting an
amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe the comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your response. After
reviewing the
information you provide in response to this letter and your amended draft
registration
statement or filed registration statement, we may have additional comments.

Draft Registration Statement on Form S-1
General

1. We note recent news articles about your plans to tokenize your shares.
Please describe
 for us the timeline for these plans and tell us what consideration you
have given to
 updating or revising your disclosure in light of these plans.
 Please contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at
202-551-
3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Daniel Gibbons
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282

 Re: Galaxy Digital Inc.
 Draft Registration Statement on Form S-1
 Submitted April 16, 2025
 CIK No. 0001859392
Dear Michael Novogratz:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

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 Document April 3, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Galaxy Digital Inc. Registration Statement on Form S-4 (File No. 333-262378) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Galaxy Digital Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of their Registration Statement on Form S-4 (File No. 333-262378) (the “Registration Statement”) and declare the Registration Statement effective as of April 7, 2025 at 4:00 P.M., Washington, D.C. time, or as soon thereafter as practicable. Please call the undersigned at (917) 783-7543 or Daniel P. Gibbons of Davis Polk & Wardwell LLP at (212) 450-3222 with any questions. Very truly yours, GALAXY DIGITAL INC. By: /s/  Andrew Siegel Name: Andrew Siegel Title: General Counsel and Chief Compliance Officer, Galaxy Digital Holdings Ltd. cc: Daniel P. Gibbons Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 212-450-3222

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 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 March 27, 2025 Re: Galaxy Digital Inc. Amendment No. 6 to Registration Statement on Form S-4 Filed November 27, 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 January 10, 2025. Galaxy has revised the Registration Statement and is filing Amendment No. 7 to the Registration Statement (“Amendment No. 7”) together with this response letter. Amendment No. 7 also contains certain additional updates and revisions. We would be pleased to provide courtesy copies of Amendment No. 7 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. 7 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 7. March 27, 2025 GLXY-1 U.S Securities and Exchange Commission Amendment No. 6 to Registration Statement on Form S-4 Information About Galaxy Our Products and Services, page 220 1. Please revise to identify which crypto assets listed in the chart beginning on page 223 have been identified by the SEC in various complaints as offered and sold as "securities." Galaxy advises the Staff that it has updated the disclosure on pages 219 through 222 in response to the Staff’s comment. Please do not hesitate to contact me at (212) 450-4565 (joseph.hall@davispolk.com) or Dan Gibbons at (212) 450-3222 (dan.gibbons@davispolk.com) if you have any questions regarding the foregoing or if we may provide any additional information. Very truly yours, /s/ Joseph A. Hall cc: Michael Novogratz, Chief Executive Officer, Galaxy Digital Holdings Ltd. Anthony Paquette, Chief Financial Officer, Galaxy Digital Holdings Ltd. Andrew Siegel, General Counsel and Chief Compliance Officer, Galaxy Digital Holdings Ltd. Michael J. Campanile, KPMG LLP Robert B. Sledge, KPMG LLP Evan Rosen, Davis Polk & Wardwell LLP Dan Gibbons, Davis Polk & Wardwell LLP Geoff Belsher, Blake, Cassels & Graydon LLP Eric Moncik, Blake, Cassels & Graydon LLP Evan Straight, Blake, Cassels & Graydon LLP Jo Cunningham, Maples and Calder (Cayman ) LLP Suzanne Correy, Maples and Calder (Cayman) LLP Tim Coak, Maples and Calder (Cayman) LLP March 27, 2025 GLXY-2

January 10, 2025
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Amendment No. 6 to Registration Statement on Form S-4
Filed November 27, 2024
File No. 333-262378
Dear Michael Novogratz:
            We have reviewed your amended registration statement and have the following
comment. Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the 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.
Amendment No. 6 to Registration Statement on Form S-4
Information About Galaxy
Our Products and Services, page 220
1.Please revise to identify which crypto assets listed in the chart beginning on page 223
have been identified by the SEC in various complaints as offered and sold as
"securities."
            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

CORRESP
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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

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

November 27, 2024 GLXY-1

 U.S. Securities and Exchange Commission

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.

November 27, 2024

 GLXY-2

 U.S. Securities and Exchange Commission

•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

November 27, 2024

 GLXY-3

 U.S. Securities and Exchange Commission

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.

November 27, 2024

 GLXY-4

 U.S. Securities and Exchange Commission

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.).

November 27, 2024

 GLXY-5

 U.S. Securities and Exchange Commission

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

November 27, 2024

 GLXY-6

 U.S. Securities and Exchange Commission

(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

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

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 “[***]”.

July 26, 2024

Re: Galaxy Digital Inc.

Registration Statement on Form S-4

Filed May 13, 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 July 1, 2024. Galaxy has revised the Registration Statement and is filing Amendment No. 5 to the Registration Statement (“Amendment No. 5”) together with this response letter. Amendment No. 5 also contains certain additional updates and revisions. We would be pleased to provide courtesy copies of Amendment No. 5 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. 5 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 5. 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.

July 26, 2024

 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. 4 to Registration Statement on Form S-4

General

1.Please note that we continue to consider your accounting policies and disclosure detailed in your prior responses and may have further comments.

Galaxy notes the Staff’s comment and is prepared to provide any additional information or clarification that may be required.

Prospectus Summary

Summary of Historical Financial Data, page 44

2.We note your response to prior comment 12. We note your removal of Gross Profit (Loss) throughout the document except in the Summary of Historical Financial Data. Please remove from your next amendment, or advise otherwise.

Galaxy has removed mentions of Gross Profit (Loss) on page 45 in response to the Staff’s comment.

Risk Factors

Risks Related to Cryptocurrencies and Digital Assets

If the digital asset award for mining blocks and transaction fees for recording transactions, page 90

3.Please revise your disclosure to discuss the geographic locations of your mining operations, any State-specific regulatory requirements in those areas, and any material impacts of these regulations on your operations.

Galaxy has revised its disclosure on page 264 to discuss the geographic location of our mining operations which are currently concentrated in Texas. Galaxy advises the Staff that it has included a discussion of Texas state-specific regulatory requirements and their impact on our mining operations.

Any inability to maintain adequate relationships with affiliates, page 96

4.We note that you have in the past held accounts at Silvergate Bank and Signature Bank. Please revise to discuss any material impacts of these past accounts and banking relationships on your operations or financial condition

July 26, 2024

 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

Galaxy advises the Staff that Galaxy had and was able to expand banking relationships with other financial institutions and did not experience any losses or other material impact from the collapse of Silvergate Bank and Signature Bank. Accordingly, Galaxy does not believe that any disclosure on this topic would be material to investors.

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

Critical Accounting Policies and Estimates

Fair Value Measurements, page 181

5.From disclosure in Note 11 beginning on page F-37 we note a 114% increase in Level 3 investments from $170.5 million at December 31, 2022 to $364.6 million at December 31, 2023. We also note that at December 31, 2023 these investments represent 10% of total assets and that you added disclosure in your policy note on page F-20 that your reported fair value estimates could vary materially if different unobservable pricing inputs and other assumptions were used. Please revise your critical accounting policy estimates disclosure to provide a sensitivity analysis for depicting the impact of applying reasonably likely changes in pricing inputs and other assumptions. Otherwise tell us why such disclosure is not required in light of your added policy note disclosure referred to above. See Item 303(b)(3) of Regulation S-K and Section V of Release No. 33-8350.

Galaxy advises the Staff that Galaxy holds a large number of Level 3 investments that are valued based on a wide range of inputs as disclosed on page F-34. The majority of the investments are early-stage startup companies with no free cash flows. This necessitates a different valuation approach for each investment with no single valuation model or input that can be used to provide a meaningful sensitivity analysis. Galaxy has revised its critical accounting policies on page 185 to highlight this fact and reference the correlations between Galaxy’s Level 3 investments and the broader digital asset market capitalization.

Results of Operations

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022, page 184

6.We acknowledge your response to prior comment 5 and your revised disclosure on page 185. Please revise your disclosure to explain why you wound down the operations of Quantitative Principal Trading during the fourth quarter of 2023 or tell us where you disclosed the reason in your filing.

July 26, 2024

 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 revised its disclosure on page 188 to describe the reason for the changes in its business operations.

7.We acknowledge your response and revised disclosure related to prior comment 6 and believe that the lack of comparability between 2023 and 2022 due to the adoption of ASU 2023-08 in 2023 necessitates more, not less, granular discussion as previously requested. In addition, your 2022 versus 2021 discussion, which is on a comparable basis, would benefit from more granular disclosure. Your current disclosure of percentage changes in bitcoin and ether prices does not provide investors with information regarding the components of the gains/losses recorded. As a result, please revise your disclosure to detail your gains/losses by business activity (for example, change in fair value of digital intangible assets under ASC 2023-08 in 2023, change in fair value and realized gains/losses on sale of digital financial assets, gains/losses associated with lending activities, gains/losses associated with borrowing activities, gains/losses on posting in DeFi transactions, etc.) and discuss the causes for significant variations considering the price versus volume guidance in Item 303(b)(2)(iii) of Regulation S-K.

Galaxy advises the Staff that the net gain or loss on digital assets is primarily resulting from our net long digital asset position after the adoption of ASU 2023-08. As the change in value of the majority of digital assets borrowed/loaned and associated liabilities/receivables are included in the net gain/loss on digital assets, any change in value of the underlying assets does not materially affect the net gains or losses on digital assets. Similarly, sales of digital financial assets, most of which are stablecoins with a fair value of $1 US Dollar, do not result in a material component of our net gains or losses on digital assets (except when the digital financial asset loses its peg to the underlying fiat currency). Galaxy has revised its disclosures on page 189 and elsewhere to disclose the components of net gains or losses on digital assets related to the adoption of ASU 2023-08 in the applicable periods, amounts related to digital assets measured at fair value through consolidated investment companies, amounts related to gains and losses on digital financial assets, as well as amounts related to derecognition of digital assets that are not measured at fair value.

Information About Galaxy

Our Products and Services

Global Markets, page 207

8.We note your revised disclosure that "GPL customers may be approved to trade additional digital assets so long as those digital assets are approved with “No

July 26, 2024

 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

Restrictions” for Galaxy’s broader Trading counterparties." Please revise your disclosure to clarify under what circumstances GPL customers may be approved to trade additional digital assets and if any GPL customers have been approved to trade crypto assets other than those identified in the "GPL" column in the chart beginning on page 210.

Galaxy has revised its disclosure on page 219 in response to the Staff’s comment. Galaxy further advises the Staff that no GPL customers have been approved to trade digital assets other than those identified in the GPL column in the chart beginning on page 219.

Expansion of Cryptocurrency Universe, page 220

9.Please revise the narrative discussion regarding the charts on pages 222, 224 and 225 to balance the disclosure, including by discussing the decrease since 2022.

Galaxy has revised its disclosure on pages 232 through 235 in response to the Staff’s comment.

The Cryptoeconomy

Transaction on DeFi, page 225

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

•Describe "liquid staking";

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

•Quantify your aggregate transactions on DeFi protocols. In this regard, we note that you limit your exposure to individual liquidity pools to a defined percentage of the liquidity pool TVL.

Galaxy has revised its disclosure to include a definition of liquid staking on page 354. Galaxy further advises the Staff that as disclosed on page 235, Galaxy does not hold any equity interest in the AMMs. Galaxy has revised its disclosure on page 236 to quantify its aggregate transaction volume across DeFi protocols for the three months ended March 31, 2024.

July 26, 2024

 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

Our Business Model

DrawBridge Lending, page 232

11.We note your response to prior comment 4. Please revise your disclosure to include your response, and disclose the costs and risks related to the operation of a staking program, and whether the CPO participates in staking of tokens other than Solana.

Galaxy has revised its disclosures on pages 60, 61 and 228 in response to the Staff’s comment. Additionally, Galaxy has revised its disclosure on page F-11 to describe the nature of the costs associated with operating the blockchain infrastructure in addition to its amount in Note 5 to the condensed consolidated interim financial statements. Galaxy advises the Staff that it had no material blockchain infrastructure services prior to the first quarter of 2024.

ESG Program Oversight, page 236

12.Please revise your chart on page 237 to enlarge the footnotes so they are legible. Please make similar changes throughout as applicable.

Galaxy has revised its disclosures on page 248 and throughout in response to the Staff’s comment.

Notes to Consolidated Financial Statements

Note 2. Significant Accounting Policies

Revenues and Gains / (Losses) from Operations

Hosting fees, page F-13

13.We note that your hosting arrangements have a variable fee component and that this component is dependent upon the amount of bitcoin mined by the customers' mining equipment and any power curtailment credit shared with the customer. Please summarize for us the significant terms of your hosting arrangements including, but not limited to:

•how variable consideration is derived;

•whether this variable consideration is paid in cash or bitcoin; and

•who determines on which mining pool(s) to mine, when that determination is first made and when/how often it can be changed.

In your response, tell us the components of the $24.3 million of hosting fee revenue in 2023 as disclosed on page 185 between fixed fees, variable fees

July 26, 2024

 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

attributed to bitcoin mined and variable fees associated with power curtailment credits.

Galaxy advises the Staff that the significant terms of its hosting arrangements are described in Annex I to this response.

Proprietary mining, page F-13

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

•We note your statement in the second bullet of your response that "the customer does not, in fact, have the unilateral right (option) to renew Galaxy's services." This statement appears inconsistent with your policy disclosure that the arrangement with the mining pool operator can be terminated by either party without penalty or prior notice. If the pool operator can terminate the arrangement without penalty and without notice, tell us why it does not have the unilateral right to renew your services. See Question 8 of the FASB Revenue Recognition Implementation Q&As (Q&A 8) which indicates that the customer's termination rights can be similar to renewal options.

•Assuming you conclude that the customer has the right to terminate the contract at any time without penalty and that this termination right results in a contract that the customer continually renews, revise your disclosure to specifically indicate that the customer's renewal right does not represent a material right because, consistent with your response, the contract renews at fair value (i.e., there is no discount) and link this statement to your conclusion that you have only one performance obligation. Also, specifically indicate that the contract term is less than 24 hours. Otherwise, consistent with the guidance in Q&A 8, tell us why your contract for accounting purposes is not longer than a day and tell us the date of cont

July 1, 2024
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed May 13, 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 April 16, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-4
General
1.Please note that we continue to consider your accounting policies and disclosure detailed
in your prior responses and may have further comments.
Prospectus Summary
Summary of Historical Financial Data, page 44
2.We note your response to prior comment 12.  We note your removal of Gross Profit
(Loss) throughout the document except in the Summary of Historical Financial Data.
Please remove from your next amendment, or advise otherwise.

July 1, 2024
Page 2
Risk Factors
Risks Related to Cryptocurrencies and Digital Assets
If the digital asset award for mining blocks and transaction fees for recording transactions, page
90
3.Please revise your disclosure to discuss the geographic locations of your mining
operations, any State-specific regulatory requirements in those areas, and any material
impacts of these regulations on your operations.
Any inability to maintain adequate relationships with affiliates, page 96
4.We note that you have in the past held accounts at Silvergate Bank and Signature Bank.
Please revise to discuss any material impacts of these past accounts and banking
relationships on your operations or financial condition.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Fair Value Measurements, page 181
5.From disclosure in Note 11 beginning on page F-37 we note a 114% increase in Level 3
investments from $170.5 million at December 31, 2022 to $364.6 million at December 31,
2023. We also note that at December 31, 2023 these investments represent 10% of total
assets and that you added disclosure in your policy note on page F-20 that your reported
fair value estimates could vary materially if different unobservable pricing inputs and
other assumptions were used. Please revise your critical accounting policy estimates
disclosure to provide a sensitivity analysis for depicting the impact of applying reasonably
likely changes in pricing inputs and other assumptions. Otherwise tell us why such
disclosure is not required in light of your added policy note disclosure referred to above.
See Item 303(b)(3) of Regulation S-K and Section V of Release No. 33-8350.
Results of Operations
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022, page 184
6.We acknowledge your response to prior comment 5 and your revised disclosure on page
185. Please revise your disclosure to explain why you wound down the operations of
Quantitative Principal Trading during the fourth quarter of 2023 or tell us where you
disclosed the reason in your filing.
We acknowledge your response and revised disclosure related to prior comment 6 and
believe that the lack of comparability between 2023 and 2022 due to the adoption of ASU
2023-08 in 2023 necessitates more, not less, granular discussion as previously requested.
In addition, your 2022 versus 2021 discussion, which is on a comparable basis, would
benefit from more granular disclosure. Your current disclosure of percentage changes in
bitcoin and ether prices does not provide investors with information regarding the
components of the gains/losses recorded. As a result, please revise your disclosure to
detail your gains/losses by business activity (for example, change in fair value of digital
intangible assets under ASC 2023-08 in 2023, change in fair value and realized
gains/losses on sale of digital financial assets, gains/losses associated with lending
activities, gains/losses associated with borrowing activities, gains/losses on posting in
DeFi transactions, etc.) and discuss the causes for significant variations considering the 7.

July 1, 2024
Page 3
price versus volume guidance in Item 303(b)(2)(iii) of Regulation S-K.
Information About Galaxy
Our Products and Services
Global Markets, page 207
8.We note your revised disclosure that "GPL customers may be approved to trade additional
digital assets so long as those digital assets are approved with “No Restrictions” for
Galaxy’s broader Trading counterparties."  Please revise your disclosure to clarify under
what circumstances GPL customers may be approved to trade additional digital assets and
if any GPL customers have been approved to trade crypto assets other than those
identified in the "GPL" column in the chart beginning on page 210.
Expansion of Cryptocurrency Universe, page 220
9.Please revise the narrative discussion regarding the charts on pages 222, 224 and 225 to
balance the disclosure, including by discussing the decrease since 2022.
The Cryptoeconomy
Transaction on DeFi, page 225
10.We note your response to prior comment 10 and re-issue in part. Please revise your
disclosure to:
•Describe "liquid staking";
•Discuss whether you hold any interest in the AMMs and decentralized exchanges;
and
•Quantify your aggregate transactions on DeFi protocols. In this regard, we note that
you limit your exposure to individual liquidity pools to a defined percentage of the
liquidity pool TVL.
Our Business Model
DrawBridge Lending, page 232
11.We note your response to prior comment 4. Please revise your disclosure to include your
response, and disclose the costs and risks related to the operation of a staking program,
and whether the CPO participates in staking of tokens other than Solana.
ESG Program Oversight, page 236
12.Please revise your chart on page 237 to enlarge the footnotes so they are legible.  Please
make similar changes throughout as applicable.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
Revenues and Gains / (Losses) from Operations
Hosting fees, page F-13
We note that your hosting arrangements have a variable fee component and that this
component is dependent upon the amount of bitcoin mined by the customers' mining
equipment and any power curtailment credit shared with the customer. Please summarize
for us the significant terms of your hosting arrangements including, but not limited to:13.

July 1, 2024
Page 4
•how variable consideration is derived;
•whether this variable consideration is paid in cash or bitcoin; and
•who determines on which mining pool(s) to mine, when that determination is first
made and when/how often it can be changed.
In your response, tell us the components of the $24.3 million of hosting fee revenue in
2023 as disclosed on page 185 between fixed fees, variable fees attributed to bitcoin
mined and variable fees associated with power curtailment credits.
Proprietary mining, page F-13
14.We note your response to prior comment 14. Please address the following:
•We note your statement in the second bullet of your response that "the customer does
not, in fact, have the unilateral right (option) to renew Galaxy's services." This
statement appears inconsistent with your policy disclosure that the arrangement with
the mining pool operator can be terminated by either party without penalty or prior
notice. If the pool operator can terminate the arrangement without penalty and
without notice, tell us why it does not have the unilateral right to renew your services.
See Question 8 of the FASB Revenue Recognition Implementation Q&As (Q&A 8)
which indicates that the customer's termination rights can be similar to renewal
options.
•Assuming you conclude that the customer has the right to terminate the contract at
any time without penalty and that this termination right results in a contract that the
customer continually renews, revise your disclosure to specifically indicate that the
customer's renewal right does not represent a material right because, consistent with
your response, the contract renews at fair value (i.e., there is no discount) and link this
statement to your conclusion that you have only one performance obligation. Also,
specifically indicate that the contract term is less than 24 hours. Otherwise, consistent
with the guidance in Q&A 8, tell us why your contract for accounting purposes is not
longer than a day and tell us the date of contract inception for purposes of valuing all
your bitcoin received under ASC 606-10-32-21.
•As the date of receipt of bitcoin appears to be the day after you performed services
under a continuously renewed contract and as ASC 606-10-32-21 requires noncash
consideration to be valued on the date of contract inception and as you represent that
the difference is immaterial, please revise your accounting policy to one that is GAAP
compliant. In this regard, going forward, select a single spot price or daily average
price on the date of contract inception that is consistently applied.
•Revise your policy note, if true, to indicate that revenue is recognized on the same
day that control of the contracted service transfers to the mining pool operator, which
is the same date as contract inception.
Digital Assets, page F-15
At the top of page F-16 you disclose that some stablecoins meet the scope requirement of
ASC 350-60 and are digital intangible assets measured at fair value. For these stablecoins,
please tell us:
•which stablecoins you account for as ASC 350-60 assets;15.

July 1, 2024
Page 5
•the amount of each such stablecoin held at adoption of ASC 350-60 and on December
31, 2023; and
•why each such stablecoin does not represent an enforceable right to or claim on other
assets as stipulated in ASC 350-60-15-1b.
Digital assets associated with decentralized finance protocols, page F-16
16.On page F-17 you disclose that protocol-specific digital assets from decentralized finance
protocols do not meet the scope requirements of ASC 350-60 and are measured at cost
less accumulated impairment. Please revise your disclosure to indicate that you do not
apply ASC 350-60, in part, because these assets provide you with enforceable rights to or
claims on other assets. See ASC 235-10-50-3 that requires the disclosure of important
judgments regarding the application of accounting policies.
Digital Assets Loan Receivable, page F-17
17.We note that your policy states on page F-18 that “The borrowing fee is recognized over
the life of the loan and is included in Revenue in the Company’s consolidated statements
of operations.” Please explain to us what authoritative literature you use to recognize such
fees, including specifically the literature used to support recognition of borrowing fees
over the life of the loans. In your response, please discuss your determination of the life of
loans with no prespecified maturity date and when borrowing fee income is recognized
and measured for such loans.
Note 4. Digital Assets, page F-27
18.We acknowledge your response to prior comment 15 and your disclosure in footnote (2)
to the table on page F-28. Please address the following:
•Tell us why you include third party lenders in footnote (2) when it appears that:
ocollateral posted with counterparties that have the right to rehypothecate are
included in digital assets posted as collateral and are not included in the table;
and
ocollateral posted with counterparties that do not have the right to rehypothecate
are presented as separate line item in the table and are accompanied only by
footnote (3).
•Although individual assets underlying digital assets held on trading platforms may not
be restricted from sale if there are sufficient assets on the platform to support
borrowings, the overall encumbrance of assets on these platforms is unclear, In this
regard, it is unclear whether margin loans must be supported by qualifying assets on a
one-for-one basis or some other basis. Tell us your consideration for separately
disclosing the overall encumbrances for each of assets held on trading platforms and
receipt tokens from decentralized finance protocols in addition to the amounts of
borrowings that these assets support.
On page F-29 you indicate that some of the $39.8 million of other digital assets associated
with decentralized finance protocols at December 31, 2023 represent digital assets in
smart contracts that do not issue receipt tokens and that you maintain control of the
"unwrapped" token. Regarding these unwrapped tokens, please tell us:19.

July 1, 2024
Page 6
•how much of the $39.8 million represents unwrapped tokens;
•the average volume of these tokens held during each period presented in your
financial statements; and
•the amount of any revenue associated with these tokens during each period presented
in your financial statements.
20.We note your added footnote to the table depicting significant digital asset holdings at
December 31, 2022 on page F-31. Please tell us the amount of wrapped tokens included in
the amounts shown for each of bitcoin, USDC, USDT and ether.
            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

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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.

May 13, 2024 GLXY-1

 U.S. Securities and Exchange Commission

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.

May 13, 2024 GLXY-2

 U.S. Securities and Exchange Commission

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

May 13, 2024 GLXY-3

 U.S. Securities and Exchange Commission

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

May 13, 2024 GLXY-4

 U.S. Securities and Exchange Commission

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

United States securities and exchange commission logo
April 16, 2024
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed December 22, 2023
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 November 16, 2023 letter.
Amendment No. 3 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.
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.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 April 16, 2024 Page 2
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
April 16, 2024
Page 2
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.
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.
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.
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.
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

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 April 16, 2024 Page 3
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
April 16, 2024
Page 3
•Any hedging impact included in this line item.
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.
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.
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.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 April 16, 2024 Page 4
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
April 16, 2024
Page 4
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 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.
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.
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 operators and that these operators are
your customer. In addition, if true, disclose that the provision of computing power, or
more precisely hash calculation services, is an output of your ordinary activities.
•Your disclosure indicates that your single performance obligation is to
provide computing power to the mining pool operator and your response indicates
that your performance obligation is the provision of hash rate to the mining pool. We
believe your disclosure requires a more precise description of your promise and
single performance obligation. Please tell us whether a more accurate description of
your promise and single performance obligation is a service to perform hash
calculations for the pool operator, and if so, revise your disclosure to clarify.
•Your disclosure indicates that your enforceable rights and obligations last as long as
computing power is provided to the mining pool operator. Revise this sentence, if
true, to clarify that you decide when to provide services under the contract and that
your enforceable right to compensation begins when, and continues as long as,
services are provided.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 April 16, 2024 Page 5
 FirstName LastNameMichael Novogratz
Galaxy Digital Inc.
April 16, 2024
Page 5
•Your response indicates that your contracts are terminable by either party "at any
time, without prior notice and without penalty."  Please make corresponding revisions
to your accounting policy to disclose these termination provisions.
•Given that your mining pool operator possesses the ability to terminate the contract at
any time and you indicate that the contract automatically renews with each
incremental hash, tell us whether Luxor's renewal right is a material right under ASC
606-10-55-42. For example, clarify whether the terms, conditions, and compensation
amounts of the renewal right are at the then-current market rates. If so, tell us whether
you have concluded that the customer’s renewal option is not a material right and
whether the continuously renewed contract has a duration of less than 24 hours. Make
corresponding revisions to your accounting policy and related disclosures to the
extent necessary.
•Revise your accounting policy to disclose the payout methodology discussed in your
response - specifically addressing the Full Pay Per Share (FPPS) payout model - and
compensation earned equal to the sum of your share of (a) network block subsidies
and (b) network transaction fees less (c) pool operating fees. As you disclose that the
computation is performed hourly, disclose the frequency of payment (i.e., daily,
consistent with your response) and indicate the period covered by each payment.
•You disclose that you value noncash consideration at the inception of the
contract. Tell us whether the 23:59:59 UTC used to value bitcoin revenue is on the
same day that control of the contracted services transfers to Luxor and is the same
day as contract inception as ASC 606-10-32-21 requires noncash consideration to be
valued at contract inception (that is, the date at which the criteria in ASC 606-10-25-1
are met). Revise your accounting policy to describe how the measurement date relates
to both the date of contract inception and the date you transfer control of the service
under the contract. Disclose the specific time consistently used to value bitcoin
mining pool revenue.
Digital Assets, page F-11
15.We acknowledge your response to prior comment 39. Please address the following:
•Your revised disclosure indicates that both digital assets placed on trading platforms
to satisfy risk margin requirements and those staked with third-party validator nodes
are not derecognized. Tell us why/how you continue to control these digital assets.
Explain to us what authoritative literature you use to support your control of these
assets. In your response, specifically tell us who controls the private cryptographic
keys.
•Regarding your determination that digital assets staked with third-party validator
nodes are restricted only if you expect withdrawal to take more than a few days, tell
us how you determined "a few days" as being the appropriate threshold to
characterize a staked digital asset as restricted. Reference for us the authoritative
literature you rely upon to support your position.
•Confirm for us that your disclosure in footnote (1) to the table on page F-23 about

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 April 16, 2024 Page 6
 FirstName LastNameMichael Novogratz
Galaxy Digital Inc.
April 16, 2024
Page 6
restricted digital intangible assets includes restrictions for both digital assets:oPlaced on trading platforms to cover minimum balance requirements and margin
loans outstanding; and
oStaked with third-party validator nodes where you expect withdrawal to take
more than a few days.
Digital Assets Loan Receivable, page F-12
16.We note your response to the first bullet of prior comment 43 where you indicate that you
did not disclose the December 2022 change in your fixed term loan to remove the
borrower's prepayment option because the prior policy is applicable to the financial
statements for 2020 through 2022. As your loans in 2023 include the revised provision,
please clarify why you have not disclosed the change in your loan terms in your interim
financial statements through September 30, 2023. To the extent material, separately
disclose the amount of loans outstanding that have the previous terms versus those with
updated terms.
17.We note your response to prior comment 45, specifically that the borrower has the
contractual obligation to provide additional collateral “typically within 18 hours.”  Please
tell us, and revise your next amendment to disclose in your accounting policies, what you
mean by “typically within 18 hours" and discuss the maximum range that the borrower
has the ability to provide additional collateral, i.e., in no case more than x hours.
18.Please provide us with an analysis detailing how you have applied the guidance in ASC
Topic 860 in situations where you’ve either posted or received USDC as collateral, or
loaned or borrowed USDC to determine whether you should derecognize or recognize
USDC for which you were either the transferor or transferee.  In your response, please tell
us in which ways your accounting policy for transfers of USDC differs from the guidance
in ASC 860 and the reasons for these differences.
Counterparty Digital Assets and Obligations, page F-15
19.Your policy indicates that your counterparty digital assets and obligations represent your
obligation to return the digital asset collateral received under your lending, trading and
derivative arrangements where you hold the cryptographic keys and do not have the
ability to repledge the collateral. Please revise this policy to also include the counterparty
digital assets and obligations custodied by agents for GalaxyOne Prime LLC customers as
disclosed on page 18 and as indicated in your August 11, 2023 response to comment 85 in
our May 12, 2023 letter.
Note 4. Digital Assets, page F-22
20.Please revise your next amendment to quantify the individually

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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

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

United States securities and exchange commission logo
November 16, 2023
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed August 11, 2023
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 May 12, 2023 letter.
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."
2.We continue to evaluate your responses to comments 50, 59, 72 and 84 and may have
further comments.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 November 16, 2023 Page 2
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
November 16, 2023
Page 2
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.
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.
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.
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."
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.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 November 16, 2023 Page 3
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
November 16, 2023
Page 3
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.
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.
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.
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.
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.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 November 16, 2023 Page 4
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
November 16, 2023
Page 4
Risks Related to Cryptocurrencies and Digital Assets
The continuing development and acceptance of digital assets and distributed ledger technology,
page 78
13.We note your response to comment 3 that you do not currently have a framework in place
to offer staking services to customers, and are currently exploring ways to offer staking
services in the future in compliance with applicable securities laws. Please revise to
disclose the expected timeline and associated costs and risks related to the development
and operation of a staking program. To the extent that you may offer staking to your
customers but do not have a timeline related to the development of the staking program,
please disclose the factors you will consider in determining whether and when to offer a
staking program to your customers.
The U.S. federal income tax treatment of transactions in digital assets is unclear, page 83
14.Please revise to discuss the IRS’ recent proposed regulations relating to the reporting of
crypto asset transactions by brokers.
Short sales and borrowings of digital assets pose additional risks, page 85
15.Please expand to disclose the regulatory risks to which borrowing operations may be
subject.
Risks Related to Regulation, Information Systems and Privacy Matters
Our and our third-party service providers' failure to safeguard and manage, page 98
16.We note your response to comment 30 and re-issue in part. Please revise to discuss the
applicability of your policies related to know-your-customer, anti-money laundering, and
safeguarding of assets for each of your business lines, and discuss how they are
implemented.
Regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies, page
99
17.Please revise to update this risk factor for recent legislative developments.  As an
example, the Lummis-Gillibrand Responsible Financial Innovation Act was re-introduced
in the Senate in July 2023 and the digital asset market structure bill initially released as a
discussion draft has since been introduced into the House and has advanced out of the
House Financial Services and Agriculture Committees.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Businesses, page 170
18.Please tell us which crypto assets are included in your different lines of businesses,
including without limitation, whether each line of business deals with all of the crypto
assets listed beginning on page 207, and whether each line of business deals with NFTs.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 November 16, 2023 Page 5
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
November 16, 2023
Page 5
19.We note your disclosure on pages 17, 171, and 213 that you provide "critical network
validator services."  Please tell us, and revise future filings as applicable, to describe in
detail the critical network validator services you provide and revenues recognized in
association with these services in the periods presented.
Results of Operations, page 178
20.Please revise your next amendment to discuss, in more fulsome detail, the reasons for
material changes in Statement of Operations line items from period-to-period.  For
example, we noted material changes to line items such as digital assets sales revenue, net
gain/(loss) on digital assets, net gain/(loss) on investments, digital assets sales cost, and
impairment of digital assets in the periods presented that included very limited discussion
in the narrative section, such as your analysis on page 183 that, "net revenues were $120.5
billion, a decrease of $15.6 billion, or 11%, for the year ended December 31, 2022,
compared to the year ended December 31, 2021.  This was driven by decreased digital
assets sales revenue." Please enhance with a narrative explanation of your financial
statements that enables investors to see the company through the eyes of management, and
provide the context within which financial information should be analyzed. Refer to Item
303 of Regulation S-K and SEC Release 33-8350.
21.We note that you had assets under management (AUM) of $2.4 billion at March 31, 2023.
Please revise your next amendment to provide a rollforward of AUM showing the
beginning balance, gross inflows, gross outflows and market appreciation/depreciation to
arrive at an ending AUM balance.
22.We note that your discussion of net income/loss on pages 181, 184, and 187 appears to be
related to net income/loss attributed to unit holders and not GAAP net income that
includes income/loss attributable to noncontrolling interests. Please revise your disclosure
to properly identify this income and discuss the impact of noncontrolling interests on total
net income/loss.
Quantitative and Qualitative Disclosures about Market Risk
Credit and Counterparty Risk, page 190
23.Please revise to clarify the nature of the collateral provided by digital asset borrowers,
including without limitation, whether permissible collateral includes all the digital assets
listed beginning on page 207.
24.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 clarify whether
"trading exchange" and "trading platform" carry different definitions, and if so, whether
you post risk margin with trading exchanges in addition to trading platforms.  Please also
expand to describe the activities referred to here.  Additionally, clarify whether the trading
exchanges and/or platforms referred to are located within the U.S. or elsewhere.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 November 16, 2023 Page 6
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
November 16, 2023
Page 6
Information About Galaxy
Our Products and Services
Global Markets, page 204
25.We note your disclosure here and on pages 16 and 236 that “Galaxy holds its customers’
cash balances in omnibus client custodial accounts…To the extent that client cash
balances are subject to lending arrangements with Galaxy where Galaxy has the right to
rehypothecate, the cash for the loaned balances is moved into Galaxy’s accounts with one
or more banks that are members of the FDIC.”  Please revise to clarify the extent to which
these balances are FDIC-insured (e.g., whether customers receive pass-through coverage).
 In addition, for the cash balances where Galaxy has the right to rehypothecate, please
revise to clarify whether the loaned balances are moved to and remain in Galaxy’s bank
accounts, or if those funds may subsequently be used by Galaxy for other purposes.
Digital Infrastructure Solutions, page 213
26.We note your response to comment 47 and re-issue in part. Please revise to include your
response that historical data are not representative of your current operations.
27.We note your response to comment 48 and re-issue in part. Please expand your disclosure
to:
•Discuss the risks posed by the volatile nature of Bitcoin mining profitability and
effects on material indicators of performance, including without limitation, cost of
electricity, miner efficiency and profitability; and
•Provide the breakeven analysis of the cost of inputs to mine one Bitcoin with the
price of Bitcoin as of the most recent practicable date, or provide a cross reference to
the relevant section in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” that includes such analysis.
The Cryptoeconomy
Features and Applications of Digital Assets, page 214
28.We note your disclosure here and on page 19 that “[t]he advantage of blockchains is the
ability to launch and operate a marketplace without the need for an intermediary” and the
decentralized nature of blockchains “allow for new types of business models without
intermediaries that operate globally.”  We also note your disclosure on pages 21 and 220
that “[t]hroughout the failures of centralized digital asset trading platforms and lenders in
2022, DeFi applications performed admirably and without disruption, highlighting the
benefits of financial applications devoid of human administrators.”  Please revise to
qualify these statements, as it is not clear that digital asset trading platforms and DeFi
applications are operated entirely without intermediaries or human administrators, or that
all DeFi applications “performed admirably and without disruption” in 2022.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 November 16, 2023 Page 7
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
November 16, 2023
Page 7
Transacting on DeFi, page 220
29.We note your response to comment 53. Please revise to provide a more detailed discussion
of how liquidity pools operate, what yield farming entails, and how rewards are earned.
As part of your disclosure, be sure to include discussion

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 “[***]”.

August 11, 2023

Re: Galaxy Digital Inc.
Registration Statement on Form S-4
Filed February 9, 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 Gessert
Matthew Derby
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 May 12, 2023. Galaxy has revised the Registration Statement and is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) together with this response letter. Amendment No. 2 also contains certain additional updates and revisions. We would be pleased to provide courtesy copies of Amendment No. 2 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. 2 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 2. 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

Amendment No. 1 to Registration Statement on Form S-4 Filed February 9, 2023

General

1.    Please revise your prospectus summary to specifically address the risks and potential consequences to your business, financial condition and results of operations that you describe in the risk factor on page 52 regarding transactions with digital assets that are securities.

Galaxy has revised the disclosure on page 30 in response to the Staff’s comment.

2.    We note your disclosure in the “Securities Regulation Generally” section in which you describe your process and procedures for determining the federal securities law status of digital assets. Please revise to discuss how often you update or reconsider your analysis of each digital asset with which you transact, whether in connection with your policies and procedures or in response to judicial or regulatory developments, including a discussion of whether and to what extent any of your determinations have changed over time.

Galaxy has revised the disclosure on pages 240 – 241 and provided additional information in Annex I in response to the Staff’s comment.

3.    We note your disclosure in the first risk factor on page 78, and under the Government Regulation discussion on page 237, that Galaxy Bahamas Ltd., which will serve as extensions of your trading business under Galaxy Trading (“GT”) and your custody and money services operation under GalaxyOne Prime LLC (“GPL”), will also offer market making and staking services. We further note your disclosure on page 24 that you are acquiring the assets of GK8, an institutional digital asset self-custody platform, and that GK8’s website markets its staking services as letting customers earn interest on digital assets by using them to securely validate blockchain transactions. Please expand your disclosure to describe your current and planned activities with respect to staking in greater detail. Without limitation, your disclosure should address program features, whose crypto assets are being staked and who is eligible to participate. Additionally, please provide us with your analysis as to how your staking program is, and will be, executed in compliance with the federal securities laws and provide related risk factor disclosure.

Galaxy has revised the disclosure throughout the Registration Statement to reflect that it does not currently offer staking services to its customers. Galaxy's trading business, formerly referred to as “Galaxy Trading” or “GT”, does not currently hold or custody assets for the benefit of, or on behalf of, its counterparties or third parties, nor does it provide staking services. Galaxy trading's supplemental businesses, GPL and Galaxy Bahamas Ltd., may hold client assets with third-party custodians, but do not currently offer staking services. Galaxy’s self-custody technology solution, which it operates through GDS Crypto Technologies Israel Ltd comprising the assets of GK8 acquired in February 2023, licenses self-custody software technology to customers that allows customers to generate and store the private keys to their digital assets in a secure cold storage vault. For those blockchain protocols that support delegated staking, this software also provides users with the technological ability to delegate their digital assets to third-party validator nodes who provide staking services with respect to such digital assets, while maintaining those digital assets in self-custody. Galaxy advises the Staff that its self-custody software technology does not itself provide a staking service; any such staking services are offered by the validator nodes on the blockchain protocols to which users may elect to delegate their digital assets, and any economic incentives that users may receive for electing to delegate their digital assets in this manner are provided to such users by the validator nodes, not Galaxy or GK8. Galaxy further advises the Staff that it has reviewed GK8’s website to ensure that it accurately describes the functionality of Galaxy’s self-custody software technology solution.

Galaxy advises the Staff that, while it does not currently have a framework in place to offer staking services to its customers, it is currently exploring ways to offer staking services in the future in compliance

August 11, 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

with applicable securities laws. To this end, Galaxy is currently engaging with outside legal counsel to evaluate one or more structures through which it may in the future legally offer staking services to its customers, taking into account any relevant regulatory enforcement actions, judicial decisions and other developments. Galaxy would intend to structure any such staking services so as to either (i) not constitute securities transactions, or (ii) to the extent they did constitute securities transactions, be structured so as to be exempt from registration under the Securities Act. Galaxy further advises the Staff that, to the extent any such plans to offer staking services to customers are solidified prior to the effectiveness of the Registration Statement, it will revise its disclosure in the Registration Statement to more fully describe any planned staking services, including program features, whose digital assets are being staked, who is eligible to participate and the risks to Galaxy related to offering the services, and will provide the Staff with its analysis as to how any such staking program will be executed in compliance with the federal securities laws at such time.

4.    As part of your response to prior comment 1, you state the following:

“Trading. In this business line, the Company, through its subsidiaries, primarily provides spot, derivative and financing liquidity to institutional clients, counterparties and venues that transact in cryptocurrencies and other digital assets. Although the Company does transact in the trading business line in certain digital assets that could potentially be considered investment securities under the Investment Company Act, this business line is not primarily engaged in investment company activity.”

Please explain further how GD LP does not meet the definition of an investment company under section 3(a)(1)(A) of the Investment Company Act, particularly as it is engaged in the business of trading assets that are potentially securities.

Galaxy respectfully submits that while GD LP engages in trading with respect to digital assets, including digital assets that could potentially be considered securities for Investment Company Act testing purposes, as well as bitcoin and ether which are not investment securities,1GD LP is not primarily engaged in the business of investing, reinvesting or trading in securities. GD LP is the holding company for all of the Company’s subsidiaries and therefore, like the Company, GD LP is primarily engaged in all of the Company’s primary business lines, in addition to the Trading business.2  Thus, for the same reasons outlined in our response to prior comment 1 with respect to the Company and the five Tonopah Mining factors—i.e., the historical development of the Company’s business, public representations of the Company’s primary business as a diversified financial services company, activities of its officers and directors, nature of its assets and its sources of income—GD LP is not primarily engaged in the business of investing, reinvesting or trading in securities under Section 3(a)(1)(A).

Furthermore, while the Trading business line involves some trading in digital assets that are potentially securities for Investment Company Act purposes, such trading in securities (in terms of notional value) is primarily attributable to its exempt market intermediary business under Section 3(c)(2) and is otherwise a relatively small portion of GD LP’s overall activities in the Trading business line.  In terms of the day-to-day business activities of GD LP and its wholly-owned subsidiaries in the Trading business line throughout 2022, 90% of transactions by notional value were attributable to exempt market intermediary activities under Section 3(c)(2) and trading in bitcoin and ether, which are not securities.3 In addition, trading in bitcoin and ether accounted for approximately 90% of the notional value of trading activity that is not exempt market intermediary activity under Section 3(c)(2) (i.e., client-facing trading, quantitative trading a

1See, e.g., William Hinman, Director, Division of Corporation Finance, SEC, Remarks at the Yahoo Finance All Markets Summit: Digital Asset Transactions: When Howey Met Gary (Plastic) (Jun. 14, 2018), available at: https://www.sec.gov/news/speech/speech-hinman-061418. See also n.11.

2 The Company currently has no material assets or operations. Consistent with our response to prior comment 1, the Investment Company Act analysis set out below is based on the Company’s structure as it will exist at the time the Company succeeds to the businesses of GDHL and commences operations as the issuer and registrant under the Registration Statement.

3 See n.1.

August 11, 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

nd macro trading) within the Trading business conducted by GD LP and its wholly-owned subsidiaries throughout 2022.4 As such, GD LP’s engagement in the Trading business line, directly and through its wholly owned subsidiaries, is primarily attributable to exempt market intermediary activities under Section 3(c)(2) and assets that are not securities. Thus, GD LP is not and does not hold itself out as being engaged primarily, and does not propose to engage primarily, in the business of investing, reinvesting or trading in securities and therefore is not an investment company under Section 3(a)(1)(A).

We note that starting in the first quarter of 2023, the Company re-segmented its primary business lines into three operating business segments for reporting purposes to be consistent with changes in its operations, from organic growth and recent acquisitions, and its management structure.  The new segment structure does not change the fundamental nature of the Company’s primary business activities as described in our response to prior comment 1, which continue to consist of:

1.the Trading and Investment Banking business lines, which are now combined under the Galaxy Global Markets segment;

2.the Asset Management business line, which is under the Galaxy Asset Management segment; and

3.the Mining business line, which is under the Galaxy Digital Infrastructure Solutions segment along with other newly acquired infrastructure services businesses (e.g., GK8).

The Company’s balance sheet venture investments, formerly referred to as the Principal Investments business line, no longer exists as a standalone business line, which more accurately reflects the Company’s focus on its three primary operating segments.  For segment reporting purposes, the Company’s balance sheet venture investments now fall under the Galaxy Asset Management segment or within the business segment that is strategically aligned with the particular investment.  This re-segmenting of business lines further underscores that the Company is not an investment company under Section 3(a)(1)(A), as it further demonstrates that the Company's principal investments are not its primary business.

5.    Please describe the ownership interest of the Company and its affiliates in the funds and other investment vehicles managed by the Asset Management Entities.

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

6.    You define Primary Company Business as “the business of providing technology-driven diversified financial services, focused on digital asset trading (including market intermediary services for digital asset lending and borrowing), digital asset mining operations, asset management and investment banking…” Given that the Company is “focused on digital asset trading,” and is treating digital assets other than BTC or ETH as securities, please provide additional support for your conclusion that the historical development and public representations of the Company weigh in favor of the Company not falling within the investment company definition under section 3(a)(1)(A).

Galaxy respectfully submits that, as discussed in our response to comment 4 above, the Company is primarily engaged in the Investment Banking, Asset Management and Mining business lines, as well as the Trading business line.  The Company’s primary business lines are not investment company activities for the reasons discussed in our response to prior comment 1, including in terms of the five Tonopah Mining factors: i.e., the historical development of the Company’s business, public representations of the Company’s primary business as a diversified financial services company, activities of its officers and directors, nature of its assets and its sources of income.  Historically, in public representations of the

4 This percentage does not reflect certain hedging transactions undertaken in connection with the client-facing trading activity.  Nonetheless, as such hedging trans

United States securities and exchange commission logo
May 12, 2023
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed February 9, 2023
File No. 333-262378
Dear Michael Novogratz:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 11, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
General
1.Please revise your prospectus summary to specifically address the risks and potential
consequences to your business, financial condition and results of operations that you
describe in the risk factor on page 52 regarding transactions with digital assets that are
securities.
2.We note your disclosure in the "Securities Regulation Generally" section in which you
describe your process and procedures for determining the federal securities law status of
digital assets.  Please revise to discuss how often you update or reconsider your analysis
of each digital asset with which you transact, whether in connection with your policies and
procedures or in response to judicial or regulatory developments, including a discussion of

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 May 12, 2023 Page 2
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
May 12, 2023
Page 2
whether and to what extent any of your determinations have changed over time.
3.We note your disclosure in the first risk factor on page 78, and under the Government
Regulation discussion on page 237, that Galaxy Bahamas Ltd., which will serve as
extensions of your trading business under Galaxy Trading ("GT") and your custody and
money services operation under GalaxyOne Prime LLC ("GPL"), will also offer market
making and staking services.  We further note your disclosure on page 24 that you are
acquiring the assets of GK8, an institutional digital asset self-custody platform, and that
GK8's website markets its staking services as letting customers earn interest on digital
assets by using them to securely validate blockchain transactions.  Please expand your
disclosure to describe your current and planned activities with respect to staking in greater
detail.  Without limitation, your disclosure should address program features, whose crypto
assets are being staked and who is eligible to participate.  Additionally, please provide us
with your analysis as to how your staking program is, and will be, executed in compliance
with the federal securities laws and provide related risk factor disclosure.
4.As part of your response to prior comment 1, you state the following:

"Trading.  In this business line, the Company, through its subsidiaries, primarily provides
spot, derivative and financing liquidity to institutional clients, counterparties and venues
that transact in cryptocurrencies and other digital assets.  Although the Company does
transact in the trading business line in certain digital assets that could potentially be
considered investment securities under the Investment Company Act, this business line is
not primarily engaged in investment company activity."

Please explain further how GD LP does not meet the definition of an investment company
under section 3(a)(1)(A) of the Investment Company Act, particularly as it is engaged in
the business of trading assets that are potentially securities.
5.Please describe the ownership interest of the Company and its affiliates in the funds and
other investment vehicles managed by the Asset Management Entities.
6.You define Primary Company Business as "the business of providing technology-driven
diversified financial services, focused on digital asset trading (including market
intermediary services for digital asset lending and borrowing), digital asset mining
operations, asset management and investment banking…"  Given that the Company is
"focused on digital asset trading," and is treating digital assets other than BTC or ETH as
securities, please provide additional support for your conclusion that the historical
development and public representations of the Company weigh in favor of the Company
not falling within the investment company definition under section 3(a)(1)(A).
7.As part of your response to prior comment 1, you state that Galaxy Digital Holdings Ltd.
("GDHL") was established with the intention of forming a full-service, institutional
merchant banking business in the cryptocurrency and blockchain space.  Please explain
how this is consistent with the Primary Company Business, which includes activities that
generally are not associated with merchant banking.  Please reconcile that difference.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 May 12, 2023 Page 3
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
May 12, 2023
Page 3
8.Please explain whether the two digital trading firms that GDHL acquired in 2020 and
2021 are involved in trading securities.
9.Please provide the unconsolidated financial statements that formed the basis for your
calculation of assets for purposes of Section 3(a)(1)(C) of the Investment Company Act.
Please provide such information as of a more recent date than December 31, 2022.
10.As part of your response to prior comment 1, you state the following:

"In terms of the income factor, for the four fiscal quarters ended December 31, 2021, the
Company’s net income derived from its trading business line constituted
approximately $985.3 million or 57% of its total net income, and net income from its
principal investments constituted $954.9 million or 56% of its total net income for the
same period." (Emphasis added).

Please describe what is included in the income calculation for the trading business line.
For example, does this consist mostly of transaction fees, spreads, or from the disposition
of assets?
11.As part of your response to prior comment 1, you state that the Company's net income
from the principal investments business line represented 74%, 28%, and 56% of its total
net income for the fiscal years 2019, 2020, and 2021, respectively.  Please provide gross
income figures for each period, and gross and net income figures for fiscal year 2022.
12.Please explain how Galaxy Digital LLC ("GD LLC") identifies interested Eligible
Contract Participants willing to engage in financial transactions.
13.In your response letter, please expand on the information provided in Annex I to provide
details about the loans that GD LLC has entered into, including the number of loans and
their USD value, during 2021 and since February 2022.
14.Footnote 25 of your response letter dated April 18, 2022 states that "GD LLC’s inventory
of digital assets consists primarily of USD Coin, Solana, Bitcoin, Cardano and Ethereum.
GD LLC's remaining assets are a mix of other assets, including its interests in various
majority-owned subsidiaries."  Please tell us what percentage of GD LLC's total assets is
comprised of "remaining assets," and what are those assets?  Additionally, tell us how
much of GD LLC's gross income is derived from these "remaining assets?"
15.As part of your response to prior comment 1, you note the following:

"In addition, income generated by GD LLC’s Digital Asset Loan business constituted the
majority of GD LLC’s total unconsolidated gross income for the last four fiscal quarters
combined, thus satisfying the requirement under Section 3(c)(2) that its 'gross income
normally [be] derived principally from such business and related activities.'"

Please provide a gross income breakdown of GD LLC for each of the last four quarters,
including specification of different types of income sources.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 May 12, 2023 Page 4
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
May 12, 2023
Page 4
16.Please provide separate investment company status analyses for Galaxy Digital Principal
Investments and all subsidiaries that fall within this business line.
17.Please confirm supplementally that the amended registration statement incorporates the
disclosure set forth in response to our prior comment 3.
18.We note your definition of "stablecoin" in your glossary on page 317 and discussion of
stablecoins in your Prospectus Summary, Risk Factors, MD&A and Information About
Galaxy.  Please revise your definition and related disclosures to clarify which stablecoins
are collateralized or backed by reserves and discuss how such reserves are held.  Also
discuss a stablecoin holders’ rights to such collateral in the event of the bankruptcy or
insolvency of the issuer or in the event the value of the stablecoin becomes unpegged to
the value of the underlying currency or commodity.  Additionally, balance your disclosure
by discussing the relative stability stablecoins offer in light of recent events in the markets
for stablecoins.  Further, update the current value of circulating U.S. dollar stablecoins on
page 20 as of the latest most practicable date, or advise.
19.Please revise where appropriate to discuss any material impacts of the domestication on
you current business relationships.  As a non-exclusive example, clarify whether the
domestication will have a material effect on your ability to transact with any persons or
entities outside the U.S., including offshore crypto platforms.
A Letter from Michael Novogratz, our Founder and Chief Executive Officer, page v
20.We note your response to prior comment 24.  Please expand to provide support for your
statement in the second to last paragraph on page vi that, "the entrance of institutions and
human capital into the space continues unabated."
Our Products and Services, page 16
21.We note the revisions you made on pages 17 and 18 in response to prior comment 25.
Please expand to address the following:
•Identify the specific third party custodians and trading platforms where GPL's and
GPL customers' digital assets are held;
•Disclose who holds the private key to the custodial wallets where GPL customers'
digital assets are held;
•Disaggregate the amount of GPL's and GPL customers' digital assets held in omnibus
accounts and those held in custodial wallets; and
•Discuss the implications, if any, for GPL customers' digital assets held in omnibus
accounts versus those held in custodial wallets in the event of a bankruptcy or other
claim upon the assets by creditors of yours.  Consider specific risk factor disclosure
as applicable.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 May 12, 2023 Page 5
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
May 12, 2023
Page 5
Our Opportunity
Asset Prices, Investment Trends, and Adoption Milestones Point to Strong Secular Tailwinds,
page 25
22.Please update the trailing five-year compounded annual growth rate in Bitcoin and
blockchain investment as of the latest most practicable date.
Government Regulation, page 28
23.We note your disclosure at the top of page 29 that "[a] key question that we face in
virtually all of our business lines is whether the digital assets we transact in are 'securities'
under the federal securities laws.  As a general matter, any transaction in securities,
including purchases and sales for principal investment, would be subject to the SEC’s
anti-fraud and anti-manipulation authority under the U.S. Securities Act and the Exchange
Act.  In addition, offers and sales of securities may require registration under the
Securities Act or, alternatively, compliance with various rules and regulations for
exemptions from registration."  Please also note that Galaxy’s involvement in such a
transaction could have additional adverse regulatory consequences, as described on pages
52-53.
24.We note your disclosure in the first full bullet on page 29 that "Galaxy Digital Partners
LLC is registered as a broker-dealer in 53 U.S. states and territories."  Please revise to also
note that Galaxy Digital Partners LLC is registered as a broker-dealer with the
Commission and is a member of FINRA.  This paragraph also provides that "we are
subject to regulation, examination, investigation, and disciplinary action by the SEC,
FINRA, and state securities regulators, as well as other governmental authorities and self-
regulatory organizations with which they are registered or licensed or of which they are a
member" (emphasis added).  Is "they" intended to refer to Galaxy Digital Partners LLC?
Please clarify or revise.
25.We note your disclosure in the second to last bullet on page 29 and on page 232 that
"GDH LP may apply for a New York BitLicense in order to effect aspects of its trading
business."  Please tell us whether this refers to GDH LP or one of its subsidiaries.  Please
also revise to clarify whether any Galaxy entity currently has a BitLicense.
Risk Factors, page 47
26.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 May 12, 2023 Page 6
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
May 12, 2023
Page 6
Risks Related to Our Operations
A determination that a digital asset is a "security", or that an activity in which we engage
involves a "security" transaction..., page 52
27.We note your disclosure in the second bullet that "[a] person that facilitates clearing and
settlement of securities may be subject to registration with the SEC as a clearing agency."
Please revise to add "or that acts as a securities depository" after "facilitates clearing and
settlement of securities."
Our process for analyzing whether or not a particular digital asset is a security for purposes of
the federal securities laws..., page 53
28.We note your response to prior comment 10.  Please expand your risk factor to discuss
who within your company makes the determination as to whether a particular digital asset
that you transact in or develop is a security under the federal securities laws, how that
determination is made, the factors you examine, and what standard(s) is applied in making
the determination.  Additionally, discuss the risks inherent to your particular decision-
making framework and procedures here.  Further, 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.
DeFi protocols and digital assets used in DeFi protocols pose heightened regulatory concerns...,
page 86
29.Please revise this risk factor to address the possibility that DeFi activities may, in
themselves, implicate federal securities laws.
Risks Related to Regulation, Information Systems and Privacy Matters
The financial services industry is subject to government regulation in the United States..., page
91
30.We note your disclosure regarding your policies related to know-your-customer, anti-
money laundering, and safeguarding of your and your customers' crypto assets.  Please
revise here to describe any material risks to your business and financial condition if your
policies and procedures surrounding the safeguarding of crypto ass

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

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 “[***]”.

    April 18, 2022

    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

 Att’n: 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 numbered one through nine 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. In response to comments numbered ten through 91, Galaxy is revising the Registration Statement and will subsequently file Amendment
No. 1 to the Registration Statement (“Amendment No. 1”) together with a response letter. Amendment No. 1 will contain
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 numbered one through nine. For convenience, the Staff’s comments are repeated below in italics, followed by Galaxy’s
responses to the comments. Capitalized terms used but not defined herein are used as defined in the Registration Statement. Certain confidential
information that is relevant to Galaxy’s responses below is included in Annex I to this letter, which will be submitted separately
pursuant to a request for confidential treatment.

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

General

 1. We note that you indicate
                                            in footnote 1 of your response to prior comment 4 that your analysis under the Investment
                                            Company Act presumes the completion of the reorganization and reorganization and merger with
                                            BitGo. Please provide a revised analysis as applied to the current facts.

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

The Company respectfully submits the following revised analysis
of the Company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). As requested,
the following analysis under the Investment Company Act does not give effect to the acquisition of BitGo.1 In
addition, the analysis below incorporates responses to portions of comments 2–5.

As noted in our prior response, the Company monitors the overall composition
of its assets, including its equity investments and digital asset holdings, to ensure that it does not become an investment company.
In particular, as discussed below, even if the Company’s equity investments, and holdings in digital assets other than Bitcoin
and Ethereum,2 were treated as investment
securities, they would not cause the Company to be an investment company.

An entity will be deemed to be an “investment company”
under Section 3(a)(1) of the Investment Company Act if it:

 · [Section 3(a)(1)(A)]
                                            “is or holds itself out as being engaged primarily, or proposes to engage primarily,
                                            in the business of investing, reinvesting or trading in securities”;

 · [Section 3(a)(1)(B)]
                                            “is engaged or proposes to engage in the business of issuing face-amount certificates
                                            of installment type, or has been engaged in such business and has any such certificate outstanding”3;
                                            or

 · [Section 3(a)(1)(C)]
                                            “is engaged or proposes to engage in the business of investing, reinvesting, owning,
                                            holding, or trading in securities, and owns or proposes to acquire investment securities
                                            [as defined in Section 3(a)(2) of the Investment Company Act4]
                                            having a value [as defined in Section 2(a)(41) of the Investment Company Act (“Value”)]
                                            exceeding 40% of the [V]alue of [its] total assets (exclusive of [U.S. government] securities
                                            and cash items) on an unconsolidated basis.”5

As described below, the Company is not an investment company
under either Section 3(a)(1)(A) or 3(a)(1)(C). As the determination of the Company’s status under Section 3(a)(1) depends in
part on the status of its operating subsidiaries, the following discussion also includes detailed descriptions of the investment
company status of the Company’s majority-owned operating subsidiaries that are relevant to the Company’s own status.

1
The Company currently has no material assets or operations. In order to provide a comprehensive response to comment 1, the revised analysis
is based on the Company’s structure as it will exist at the time the Company succeeds to the businesses of GDHL and commences operations
as the issuer and registrant under the Registration Statement.

2
As noted in footnote 4 of our prior response, for purposes of applying the Investment Company Act tests discussed herein, the Company
has deemed its equity investments and any digital assets other than Bitcoin or Ethereum to be investment securities for purposes of the
Investment Company Act. The Company notes that there are arguments why many such digital assets are not investment securities, but in
order to conduct a conservative Investment Company Act analysis, the Company has assumed that such digital assets would be investment
securities for Investment Company Act purposes. For example, in the future, given the similarities with cash, the Company may treat as
 “cash items” certain stablecoins, such as USD Coin, the Company holds in connection with the Company’s operating businesses
and not for investment purposes.

3
Neither the Company nor any of its subsidiaries issues face-amount certificates of the installment type and thus none is an investment
company on the basis of Section 3(a)(1)(B). As such, Section 3(a)(1)(B) is not further discussed herein.

4
Under Section 3(a)(2), investment securities are defined as “all securities except (A) Government securities . . . and (C) securities
issued by majority-owned subsidiaries of the owner which (i) are not investment companies, and (ii) are not relying on the exception from
the definition of investment company in paragraph (1) or (7) of subsection (c).”

5 For purposes of this response, Values as of December
31, 2021 have been used, unless otherwise indicated. In addition, the Values of certain assets held by the Operating Subsidiaries
(as defined below) that are not investment securities have been calculated based on the audited book values in accordance with IFRS
(i.e., the accounting standard applicable to GDHL’s December 31, 2021 financials). Such book values may not necessarily be the
same as the fair value contemplated in the Investment Company Act. However, as such assets are not investment securities, the
Company believes that using book values for such assets (which would generally be the same as or lower than their fair value) does
not overstate the extent by which the Company passes the Section 3(a)(1)(C) test.

April 18, 2022

 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

A. The Company

1. The Company is not primarily engaged in investing, reinvesting
or trading in securities and is therefore not an investment company under Section 3(a)(1)(A).

a. The Company’s Primary Business Lines Are Not Investment
Company Activities.

With respect to Section 3(a)(1)(A), the Company is primarily engaged,
principally through the Operating Subsidiaries (as defined below), in the business of providing technology-driven diversified financial
services, focused on digital asset trading (including market intermediary services for digital asset lending and borrowing), digital
asset mining operations, asset management and investment banking (the “Primary Company Business”), and not in investing,
reinvesting or trading in securities.

In that regard, as described in detail in the Registration Statement,
the Company has five primary business lines: (1) trading, (2) asset management, (3) investment banking, (4) mining and (5) principal
investments. While the fifth business line, principal investments, does involve investing in securities in some cases, the other business
lines, as described below, do not primarily involve investment company activity:

 1) Trading. In this business line, the Company, through its subsidiaries,
                                            primarily provides spot, derivative and financing liquidity to institutional clients, counterparties
                                            and venues that transact in cryptocurrencies and other digital assets. Although the Company
                                            does transact in the trading business line in certain digital assets that could potentially
                                            be considered investment securities under the Investment Company Act,6
                                            this business line is not primarily engaged in investment company activity.

In particular, this business line is primarily conducted through Galaxy
Digital LP (“GD LP”), Galaxy Digital LLC (“GD LLC”) and Galaxy Blue Fire Holdings, LLC (“GBFH
LLC” and together with GD LLC, the “Trading Entities”) and certain of their respective subsidiaries. As described
in more detail below, none of GD LP or the Trading Entities is an investment company (or would be but for Section 3(c)(1) or 3(c)(7)).
Instead, GD LP is primarily engaged, principally through the Operating Subsidiaries, in the Primary Company Business, and is not an investment
company under Section 3(a)(1)(C) as its primary assets are majority interests in the Operating Subsidiaries. GD LLC is primarily engaged
in acting as a market intermediary to provide financing liquidity for digital assets and is therefore not an investment company under
Section 3(c)(2), as discussed in more detail below. The primary assets of GBFH LLC, which engages in trading digital assets and digital
asset futures, are Bitcoin and Ethereum. Thus, GBFH LLC is not an investment company because it does not hold significant amounts of investment
securities (also as discussed further below).

In  terms of the day-to-day business
activities of the trading business line, exempt market intermediary activities and trading in Bitcoin and Ethereum constitute the
largest portion of transactions conducted in the business line by notional value. Although certain wholly-owned
entities involved in the trading business line do hold other digital assets,7 trading
in Bitcoin and Ethereum accounted for approximately 90% of the notional value of all non-market intermediary trading activity (i.e.,
client-facing trading, quantitative trading and macro trading) conducted in the trading business line throughout 2021.8

6 As discussed in the Registration Statement, trading in
such digital assets are generally conducted as offshore transactions.

7 See n. 18 below for further information regarding
such entities.

8 This percentage
does not reflect certain hedging transactions undertaken in connection with the client-facing trading activity. Nonetheless, as such
hedging transactions would generally be in the same underlying digital assets as the primary trades (or derivatives on them), the Company
expects that the percentage of trades in Bitcoin and Ethereum would not be materially different if such hedging transactions were included.
In addition, this percentage does not reflect the exempt market intermediary business activity conducted in the trading business line
through GD LLC. The percentage of transactions for the trading business line, by notional value, that
is either exempt market intermediary activity or trading in Bitcoin or Ethereum should be at least as high as the percentage indicated
above.

April 18, 2022

 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

As such, the trading business line does not involve primarily
investment company business.

 2) Asset Management. In this business line, the Company, through its
                                            subsidiaries, manages capital on behalf of third parties in exchange for management fees and
                                            performance-based compensation, which is not investment company activity. This business line
                                            is primarily conducted by Galaxy Digital Capital Management LP (“GDCM LP”),
                                            a registered investment adviser. Several other wholly-owned subsidiaries of the Company serve
                                            as the general partners for GDCM LP’s funds that are organized as limited partnerships,
                                            including Galaxy Bitcoin Fund GP LLC, Galaxy Institutional Bitcoin Fund GP LLC, Galaxy Ethereum
                                            Liquidity Fund GP LLC and Galaxy Interactive Fund I GP LLC (the “GP Entities”
                                            and, together with GDCM LP, the “Asset Management Entities”), among others.
                                            The Asset Management Entities are not investment companies (and do not need to rely on Section
                                            3(c)(1) or Section 3(c)(7)) because they do not hold significant amounts of investment securities,
                                            as further discussed below.

 3) Investment Banking. In this business line, the Company, primarily
                                            through Galaxy Digital Partners, LLC (“GDP LLC”), a registered broker-dealer,
                                            provides financial and strategic advisory services for the digital asset, cryptocurrency
                                            and blockchain technology sector. This also is not investment company activity and, as described
                                            below in more detail, GDP LLC is not an investment company (and does not need to rely on

United States securities and exchange commission logo
February 11, 2022
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Registration Statement on Form S-4
Filed January 28, 2022
File No. 333-262378
Dear Mr. Novogratz:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4 Filed January 28, 2022
General
1.We note that you indicate in footnote 1 of your response to prior comment 4 that your
analysis under the Investment Company Act presumes the completion of the
reorganization and reorganization and merger with BitGo.  Please provide a revised
analysis as applied to the current facts.
2.We note that you indicate in response to prior comment 4 that the Company is engaged
primarily in non-investment company businesses related to digital assets through its
majority-owned subsidiaries.  Please explain how these are "non-investment company
businesses."  Please further explain which digital assets the Company is engaged in, and
approximate amounts of the businesses that relate to the different digital assets.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 February 11, 2022 Page 2
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 2
3.We note that you indicate in response to prior comment 4 that the Company has five
business lines, and that it does not emphasize one business line over the other.  Please
revise your disclosure to explain which business line came first, and the order of evolution
among the business lines.  In addition, please revise to disclose how officers and directors
allocate time among business lines.  Please also disclose how income compares across the
business lines over time.
4.We note that you state in your response to prior comment 4 that GD LLC is not an
investment company because it meets the definition of a market intermediary under
section 3(c)(2) of the Investment Company Act.  Please supplementally discuss (both in
quantitative and qualitative terms) how GD LLC meets the market intermediary
definition, including the following:
•Explain how the financial contracts are individually negotiated;
•Explain which aspects of the financial contract are individually negotiated;
•Provide a breakdown of the various assets held by GD LLC;
•Provide a breakdown of the percentage of transactions which are individually
negotiated;
•Provide a breakdown of the percentage of transactions entered into on one side of the
market as compared to the other;
•Explain how GD LLC holds out its business to the public and its customers;
•Explain whether GD LLC "regularly engages" in transactions on both sides of the
market, and if so, how often transactions are entered into (hourly, daily, monthly,
etc.); and
•Explain what criteria GD LLC uses to determine which transactions to enter into.
5.We note your response to prior comment 4.  Please provide additional information about
the holdings of GBFH LLC.  Please also provide additional details about the holdings of
each of the subsidiaries of GBFH LLC (and any of their subsidiaries).  Please also
supplementally explain which assets specifically are included in "digital assets" in
response to prior comment 4 with respect to GBFH LLC.
6.Please provide an analysis as to the potential status as an investment company under the
Investment Company Act of 1940 or as an investment adviser under the Investment
Advisers Act of 1940 for the following entities: Galaxy Digital Asset Management,
Galaxy Fund Management, Galaxy Interactive, Galaxy Digital Prime Services LLC,
Galaxy Digital Principal Investments, and Galaxy Digital Partners LLC.
7.Please explain if Galaxy Digital Principal Investments or Galaxy Digital Partners LLC use
the advisory services of GDCM LP, and if so how.
8.In your response to prior comment 4 about the investment adviser status of the Company,
you state that the Company holds equity investments.  Please further describe which
equity investments this refers to, and who, either within the Company or outside of the
Company, makes decisions about these equity investments.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 February 11, 2022 Page 3
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 3
9.In footnote 7 to your response to comment 4, you reference several no-action letters to
support the proposition that an operating company's management of its own assets does
not constitute the provision of advice to others.  Several of these letters relate to insurance
companies.  Please explain why it is appropriate to apply these letters in this context for
who is considered the "other."
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.
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."
12.In an appropriate section of your prospectus, please describe in greater detail the
procedures that BitGo follows to avoid impermissibly engaging in or facilitating
transactions in unregistered securities.  In addition, please address the specific risks
inherent in BitGo's business model, including those associated with their policies and
procedures for determining that digital assets and other products that BitGo currently
offers or may offer in the future are not securities.  Please describe the limitations of any
policies and procedures BitGo has in this regard, and state that these are risk-based
judgments by the company and are not a legal standard or determination binding on any
regulatory body.  Please also describe the specific potential consequences if any of the
digital assets or other products that BitGo currently offers or may offer in the future are
determined to be securities under U.S. law.
13.We note your disclosure in the risk factor at the bottom of page 140 that BitGo engages in
activities with Wrapped Bitcoin ("WBTC").  Please provide a detailed description of:
•The token, including the mechanics of minting and redemption, including whether
upon redemption any Bitcoin can be delivered or if the same Bitcoin that was
deposited to mint a particular WBTC is delivered;
•The valuation of WBTC and how such valuation is related to the underlying Bitcoin;
and
•The manner in which the underlying Bitcoin is reserved, including how the Bitcoin is
held in custody (e.g., whether it is pooled), how the Bitcoin keys are secured, and
what the custodian can do with the reserved Bitcoin.
Additionally, please expand your disclosure under the section "Information About BitGo"
to describe BitGo's WBTC activities.

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 February 11, 2022 Page 4
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 4
14.With respect to BitGo's WBTC activities, please expand to provide risk factor disclosure
addressing issues related to a backed digital asset.  Without limitation, your disclosure
should address the risk of loss associated with the Bitcoin held in reserve, whether due to
hacking or some other reason.
15.With respect to BitGo's WBTC activities, please provide the following:
•Your legal analysis as to whether the WBTC token is a security under Section 2(a)(1)
of the Securities Act;
•Your legal analysis as to whether the token, if it is not a security, is a swap under the
Commodity Exchange Act; and
•Your legal analysis as to whether BitGo engages in money services business
activities as part of its WBTC business.
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."
17.Please revise to clarify whether GDAM is currently a custodian of digital assets.  If so,
please explain how they custody such assets.
18.Please revise to clarify whether Portum Capital LLC has been approved by FINRA to do a
digital assets business.  Additionally, please clarify what role Portum currently serves for
BitGo.  Further, if it trades digital assets, please identify such assets.
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.
20.Please revise to clarify whether GDPI is currently a registered as a broker-dealer.
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.
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."
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

 FirstName LastNameMichael Novogratz
 Comapany NameGalaxy Digital Inc.
 February 11, 2022 Page 5
 FirstName LastName
Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 5
the last paragraph on page 3 that your Reorganization and Reorganization Merger
transactions are not conditioned on the 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.
A Letter from Michael Novogratz, our Founder and Chief Executive Officer, page v
24.We note that you have included a letter from your founder in the forepart of the
prospectus.  Please revise your disclosure in the letter to ensure that it provides a balanced
view of Galaxy Digital and its business.  For example purposes only, please address the
most material challenges, obstacles and risks to your business and financial condition, and
the impact of those risks to investors, including regulatory uncertainty surrounding digital
assets and the likelihood of additional regulatory and legislative action in this regard.
Prospectus Summary
Information about Galaxy Digital
Our Products and Services, page 23
25.We note the revisions you made on page 24 in response to prior comment 11.  Please
revise to address the following:
•Describe how GDPS holds digital assets in omnibus accounts for the benefit of its
clients.  Your disclosure should address, without limitation, how ownership of these
digital assets is recorded on and/or off the blockchain;
•Disaggregate the amount of digital assets held in custody by (i) that held for Galaxy
(including GDPS) customers, (ii) that held for BitGo customers, (iii) that held for
your own account, (iv) that held in omnibus accounts and (v) that held in custodial
wallets; and
•Clarify whether the maximum amount of digital assets held in custody for BitGo's
customers for the nine month period ended September 30, 2021 was $35.5 billion, as
disclosed on page 24, or $45.3 billion as stated in your January 4, 2022 response
letter.

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Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 6
The Cryptoeconomy
Tokenization, page 26
26.On pages 28 and 282, you present four illustrative examples of non-fungible tokens
(NFTs) owned by Galaxy Digital and its related parties.  Your disclosure suggests that
each of the NFTs pictured have been sold.  If true, please tell us why you believe it is
appropriate to depict assets currently owned by others in your prospectus.  Please also
identify who the related parties are, the nature of your relationship with them, and how
that relationship is reflected in your financial statements.
27.Please tell us how you account for the NFTs you own and reference for us the
authoritative literature you rely upon to support your accounting.  In your response, tell
us:
•The nature of these NFTs;
•Describe the technology underlying them and how it works; and
•Explain how the technology serves to provide you both control and the benefit of an
asset.
28.As a follow-up to the preceding comment, please tell us how you are accounting for your
minority investment in Candy Digital as identified on page 27, whether that accounting
results in Candy Digital's NFT activities being reflected in your financial statements, and
if reflected, whether your accounting for the investment depicts their NFT activities in a
manner consistent with your accounting policies for NFTs you own.
Our Business Model, page 32
29.We note the revisions you made beginning on page 288 to prior comment 7.  Please revise
to provide similar disclosure regarding the business conducted by the companies that you
have acquired in the Prospectus Summary.
Information about Galaxy Digital
Recent Developments, page 36
30.We note your disclosure on page 211 that GDH LP closed a private offering of $500.0
million of its 3.00% Senior Exchangeable Notes in December 2021.  Please expand your

United States securities and exchange commission logo
December 20, 2021
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Amendment No. 1 to
Draft Registration Statement on Forms S-4 and S-1
Submitted on November 12, 2021
CIK No. 0001859392
Dear Mr. Novogratz:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Forms S-4 and S-1 Submitted on
November 12, 2021
General
1.We note your response to prior comment 1 that you do not believe GDHL is subject to the
U.S. federal proxy rules under Section 14(a) of the Securities Exchange Act of 1934
because GDHL’s ordinary shares are not currently registered under Section 12 of the
Exchange Act.  Please provide us with your legal analysis supporting your conclusion
that GDHL will not be subject to the U.S. federal proxy rules at the time GDHL
shareholders will vote given you state the Domestication and related corporate
reorganization transactions and amendments will occur following the effectiveness of this

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Page 2
registration statement.
2.We note your response to prior comment 2.  In an appropriate section of your prospectus,
please describe in greater detail the procedures you follow to avoid impermissibly
engaging in or facilitating transactions in unregistered securities.  In addition, please
address the specific risks inherent in your business model, including those associated with
your policies and procedures for determining that digital assets and other products you
currently offer or may offer in the future are not securities.  Please describe the limitations
of any policies and procedures you have in this regard, and state that these are risk-based
judgments by the company and are not a legal standard or determination binding on any
regulatory body.  Please also describe the specific potential consequences if any of the
digital assets or other products that you currently offer or may offer in the future are
determined to be securities under U.S. law.
3.We note your response to comment 3.  It does not appear that you may register such
shares for resale at this time because the GDH LP reorganization will not be effected until
after the effective date of the registration statement.  For similar reasons, we do not agree
with the analogy to a PIPE transaction.  Please revise accordingly.
4.We note your response to comment 24 and we reissue our comment as you do not appear
to have addressed your equity investments in your response.  We note your disclosure that
you engage in trading, investing, mining and will engage in wallet or custodial services
related to digital assets.  Please provide us with your analysis as to your potential status as
an investment company under the Investment Company Act of 1940 or as an investment
adviser under the Investment Advisers Act of 1940.  Please also expand your risk factor
and regulatory disclosures accordingly to address the basis for your status determination.
5.We note your response to comment 26 and we reissue our comment in part.  We note that
you recently acquired Blue Fire Capital, a proprietary trading firm specializing in
providing two-sided liquidity for digital assets, that you are willing to make markets
across numerous cryptocurrencies and digital assets and that your proprietary trading
platform facilities these services.  In the appropriate section of your prospectus, please
describe in greater detail the procedures you follow to avoid providing exchange services
and a trading system for digital securities.  Please also revise your risk factor disclosure to
describe related risks and the limitations of any policies and procedures you have in this
regard.
6.We note your disclosure on page 34 that you actively participated in the research and
development of applications with strong adoption signals, such as non-fungible tokens
("NFTs").  We also note your disclosure on page 316 that Galaxy Digital Holding LP co-
founded Candy Digital, Inc., a sports NFT company that is working with Major League
Baseball to create an ecosystem to buy, trade and share officially licensed baseball content
NFTs.  Please provide disclosure regarding Candy Digital in your summary section and
revise your disclosure to provide:
•A complete description of the NFTs you or Candy Digital have developed or are

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Galaxy Digital Inc.
December 20, 2021
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developing; and
•Your legal analysis explaining whether the NFTs you or Candy Digital develop are
securities as defined in Section 2(a)(1) of the Securities Act.  Your analysis should
specifically address the distinct characteristics of each NFT you or Candy Digital
have developed, or are developing, and how those characteristics affect your
conclusions, as well as secondary trading and the larger ecosystem.  In responding to
this comment, please also address Gary Plastic Packaging Corp. v. Merrill Lynch,
Pierce, Fenner & Smith, Inc., 756 F.2d 230 (2d Cir. 1985) and Abrahamson v.
Fleschner, 586 F.2d 862 (2d Cir. 1977).
7.Please revise to provide greater disclosure regarding the business conducted by the
companies that you have acquired, including DrawBridge Lending, Blue Fire Capital and
Vision Hill Group.  Please revise to disclose the specific products offered by each
business, provide a description of each product and explain how each product works.  To
this end, we note that DrawBridge Lending appears to have several "Digital Investing"
and "Digital Lending" products.
8.We note you refer to the "Reorganization" throughout the registration statement.  Please
define this term where it is first used in your prospectus.
Basis of Financial Statement Presentation, page i
9.We acknowledge your response to prior comment 6.  As it appears that Galaxy Digital,
Inc. was formed in part to complete your redomicile from the Cayman Islands to Delaware
and to complete your reorganization of entities under common control as well as to
complete the acquisition of BitGo Holdings, Inc. it cannot have been formed solely for the
completion of a business combination and does not meet the definition of a Business
Combination Related Shell Company as stipulated in Rule 305 of Regulation C.  As a
result, please provide audited financial statements of Galaxy Digital, Inc. and revise this
disclosure accordingly in your next amended submission.
Industry and Market Data, page ii
10.We note the changes made in response to prior comment 7, including the statement that
investors "are cautioned not to give undue weight" to industry and market data that you
present.  Please revise to clarify that you are liable for all the information you include in
your registration statement.
Prospectus Summary, page 23
11.Please revise your summary to disclose the nature of Galaxy and BitGo's custody services
and use of segregated accounts and disclose the crypto assets under custody at the end of
each reporting period.  In addition, please tell us the maximum amount of crypto assets
held in custody for Galaxy and BitGo's customers during each reporting period.

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Michael Novogratz
Galaxy Digital Inc.
December 20, 2021
Page 4
12.We note your disclosure under the heading "Government Regulation," beginning on page
268, describing the regulatory regimes to which Galaxy is subject.  Please revise your
summary to summarize the extensive regulatory regimes to which Galaxy and BitGo
are subject to and the risks and uncertainties inherent in your business.
Overview of the Proposed Transactions, page 36
13.We note the revisions made in response to prior comment 11.  Please revise to ensure that
the form of ownership or control is identified for every direct relationship illustrated on
the diagrams.  Please also revise your chart to disclose the existing Galaxy operating
subsidiaries.  Please make conforming changes where the diagrams are presented
elsewhere in the registration statement.
The Meeting, page 45
14.We are still assessing your response to prior comment 12 and may have further comments
at a later date.
Risk Factors, page 57
15.Please revise your custody-related risk factors in this section to provide risk factor
disclosure regarding the impact an evolving regulatory landscape related to custody of
customers’ crypto assets may have on your operations and financial statements.
16.Please expand your risk factor disclosure with respect to Galaxy and BitGo's custodying
of customers’ crypto assets to include quantification of digital assets under custody, types
of storage utilized (hot or cold) and related risks, level of insurance coverage for theft or
loss, and risk associated with transferring assets.
17.Please provide us a detailed analysis how your KYC and onboarding processes are
designed to prevent offers and sales of some digital assets or other products and services
in the United States or to U.S. persons.  Please specifically address steps you are taking to
ensure that persons in the U.S. cannot circumvent your restrictions.  Please also describe
in a separate risk factor the specific risks if U.S. customers circumvent your KYC and
other restrictions.
The Proposed Transactions—the Second Merger and the BitGo Acquisition
Background To the BitGo Acquisition, page 171
18.We note your response to prior comment 15 regarding the material terms of the all-cash
offer for a proposed acquisition of BitGo by Company A.  We may have further
comment based on disclosure you include in a subsequent submission.
Conditions to Completion of the Transaction, page 195
19.We note your response to prior comment 19.  If any of the conditions listed are not
permitted to be waived by applicable law, please revise to specifically identify such

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conditions.  In this regard, we note without limitation that conditions to completion of the
Transaction include obtaining certain shareholder approvals and the effectiveness of the
registration statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
203
20.Please disclose the business risks and challenges related to your digital asset mining
operations, including any known trends or uncertainties that are reasonably expected to
have a material impact on your results of operation or financial condition.  Please also
revise your Risk Factors section by describing the attendant risks.
Non-GAAP Financial Measures, page 207
21.We are still assessing your response to prior comment 21 and may have further comments
at a later date.
Information About Galaxy Digital
Our Products and Services, page 243
22.We note your response to prior comment 27 regarding your activities related to lending
and borrowing of cryptocurrencies and digital assets.  Please expand your disclosure on
page 245 to address the following:
•Describe the purpose of the digital assets loans you originate and your borrowings,
including how the lent or borrowed digital assets are used;
•Describe the general terms of the loans you originate and your borrowings, including
without limitation any restrictions on the use of the lent or borrowed digital assets;
•Disclose whether you limit the amount of the loans that you may originate for both
unsecured and secured digital assets loans and, if so, describe such limits;
•Disaggregate the amount of your digital assets on loan and your digital assets
borrowed by whether the loan is secured or unsecured, or advise;
•Explain the reason for the increases in the amount of digital assets on loan and digital
assets borrowed from December 31, 2019 to December 31, 2020, and disclose the
amount of digital assets on loan and digital assets borrowed as of the latest most
practicable date; and
•Further describe the limits you place on the amount of digital assets borrowed and
lent based on average daily volume depending on the loan-to-value of the loans and
based on market events or catalysts.
23.We note your revised disclosure in response to comment 29 that the correlation of GDT’s
results to the values of cryptocurrencies and digital assets can vary significantly and
that GDT’s counterparty-facing trading activities, while impacted at times by the
underlying values of cryptocurrencies and digital assets, can also result in profitmaking
during periods of elevated volatility that would drive prices higher or lower.  In an effort
to balance your disclosure, please revise to clarify that GDT's counterparty-facing trading

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activities can result in losses.
24.We note your response to prior comment 30.  Please expand to disclose the number
of trading counterparties and institutional clients who access or use your trading platform.
25.We note your response to prior comment 32 that you may in the future engage in staking
mining, or other validation activities for other cryptocurrencies.  Please ensure that you
describe all the material business activities in which you engage in or intend to engage in
your Business section or its equivalent.
26.We note your disclosure that you are engaged in bitcoin mining operations, and your
response to comment 32 that Galaxy may in the future engage in staking mining, or other
validation activities for other cryptocurrencies.  Please clarify what digital assets you mine
and how you hold, store, and maintain custody of mined digital assets, as well as whether
you intend to hold or monetize the mined digital assets.
Certain U.S. Federal Income Tax Considerations, page C-48
27.We note the revisions you have made in response to prior comments 34 and 35.  Please
make conforming changes to the disclosure in the Management Circular and elsewhere in
your registration statement as appropriate.
Index to Financial Statements, page F-1
28.We acknowledge your response to prior comment 38.  Please confirm that BitGo security
holders were provided financial statements prepared under GAAP for the year ended
December 31, 2018 as appears to be implied by your response.  If so, please provide those
financial statements as required by Item 17(b)(7)(i) of Form S-4 or formally request a
waiver of the required financial statements from the Division of Corporation Finance's
Office of Chief Accountant by emailing your request to DCAOLetters@sec.gov.
Galaxy Holding LP
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies
Revenue Recognition, page F-12
29.We note disclosure in the penultimate paragraph on page 244 that your team spends
extensive time to electronically integrate access and information flow with centralized
exchanges that are

United States securities and exchange commission logo
November 5, 2021
Michael Novogratz
Chief Executive Officer
Galaxy Digital Inc.
300 Vesey Street
New York, NY 10282
Re:Galaxy Digital Inc.
Draft Registration Statement on Forms S-4 and S-1
Submitted on October 4, 2021
CIK No. 0001859392
Dear Mr. Novogratz:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Forms S-4 and S-1 Submitted on October 4, 2021
General
1.We note that you refer to your solicitation of proxies from GDHL Shareholders as a
"Management Circular."  Please revise throughout to clarify that this document is a proxy
statement, or advise.
2.We note your disclosure under the heading "Government Regulation," beginning on page
252.  Regarding your and BitGo's trading, asset management, investment banking,
mining, principal investments, liquidity, custody and security solutions related to digital
assets and cryptocurrencies, please provide us with your legal analysis as to how you
conclude that the digital assets you or BitGo transact in on your or your customers' behalf,
and others that may be transacted in the future are not securities and, therefore, you and

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Galaxy Digital Inc.
November 5, 2021
Page 2
BitGo are not facilitating, or causing you to engage in, transactions in unregistered
securities.  In your response, please specifically address the policies and procedures you
and BitGo have in place to ensure you are not engaging in or facilitating transactions in
unregistered securities and whether and how your policies and procedures allow you to
reach this conclusion.  In preparing your response, you may find useful the letter sent by
the SEC’s Strategic Hub for Innovation and Financial Technology to The New York State
Department of Financial Services on January 27, 2020, available at
https://www.sec.gov/files/staff-comments-to%20nysdfs-1-27-20.pdf.  Further, clearly
describe the regulatory risks associated with your particular policies and procedures for
determining the characterization of digital assets and cryptocurrencies, including the
limitations of any such policies and procedures.
3.We note that you are attempting to register shares of Galaxy Digital Inc. Class A common
stock estimated to be available for offer and sale from time to time following the
consummation of the Reorganization and the Reorganization Merger, pursuant to the
Resale Prospectus contained in this registration statement, by certain selling stockholders
who are also holders of limited partnership units of GDH LP, upon the redemption or
exchange by such selling stockholders of LP Units for an equivalent number of shares of
Galaxy Digital Inc. Class A common stock. Please tell us how you are able to register
these shares for resale at this time, as it is not clear when the GDH LP reorganization will
be completed.
4.We note that you are registering both the issuance and exercisability of the warrants.
Please tell us whether you've considered that you will have to keep the Form S-4 current,
and tell us how you plan to address this.
Cover Page
5.We note your disclosure that Michael Novogratz, the Chief Executive Officer and
Founder of GDHL, who currently controls the general partnership interests of GDH LP,
will transfer control of the general partnership interests of GDH LP to Pubco.  If true,
expand to disclose the Mr. Novogratz will continue to control Galaxy Digital
Inc. following the proposed transactions and identify his ownership interests as expected
immediately following the transactions.  Further, expand on the cover page
to Annex I—Alternate Pages For Consent Solicitation Statement/Prospectus to
disclose the approximate total voting power of Galaxy Digital Inc.'s outstanding common
stock that former BitGo stockholders will hold immediately following the BitGo merger.
Basis of Financial Statement Presentation, page i
6.Please tell us why it is appropriate to not provide audited financial statements of Galaxy
Digital Inc. (Pubco) as disclosed in the first full paragraph on page ii and reference for us
the authoritative guidance you rely upon to support your position.  Otherwise, provide the
required audited financial statements of this registrant.

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Industry and Market Data, page ii
7.You state that you do not know all of the assumptions regarding general economic
conditions or growth that were used in preparing the forecasts from the sources relied
upon or cited in your prospectus.  Please note that you are responsible for the
entire content of the registration statement.  Please revise your disclosure to remove
any implication that you are not responsible for assessing the reasonableness and
soundness of the market data and industry statistics included in your disclosures.
Questions & Answers About The Proposed Transactions, page 1
8.We note your disclosure on page 6 that the Reorganization Merger is not required to be,
and will not be, submitted to a vote of GDHL shareholders.  Since the Reorganization
Merger is planned to take place following the Domestication, please revise to clarify
whether the Reorganization Merger is required to be, or will be, submitted to a vote
of GDH Delaware shareholders.  Please make conforming revisions to related disclosure
elsewhere in the registration statement, including on pages 39, 151 and C-9.  Please make
similar revisions related to whether the Second (BitGo) Merger is required to be, or will
be, submitted to a vote of Galaxy Digital Inc. shareholders.
Prospectus Summary, page 22
9.We note your discussion about the evolution, growth and positive aspects of the digital
assets ecosystem, including digital assets, cryptocurrencies and blockchain technology.
Please revise the forefront of your Summary section to provide balance and context to
your disclosure by describing the material challenges, obstacles and risks that you face.
Please make similar revisions to your Information About Galaxy Digital, Information
About BitGo and MD&A sections.  In addition, please revise to disclose costs associated
with participating in this sector each as an investor, consumer and provider of goods and
services.  Further, expand to provide context of your competitive position and stage of
development within the sector overall and within each of your business segments
individually.
10.Please expand your disclosure here and, as applicable, in the discussion of your business
that begins on page 231 and the discussion of BitGo's business that begins on page 262 to
clearly describe the following:
•How you generate revenues;
•Your key products, services, product families and their markets and customers;
•Distribution methods of the products or services;
•Status of any publicly announced new product or service;
•Your competitive position in the industry and methods of competition;
•Dependence on one or a few major customers;
•Need for any government approval of principal products or services; and
•Any other information material to understanding your business and business
activities.

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Overview of the Proposed Transactions, page 33
11.Please expand to provide a diagram clearly illustrating your corporate structure
immediately before and immediately following the proposed transactions.  The diagram
should include the name and domicile, as applicable, of each entity and disclose the
economic and voting interests in each entity held by parent(s) and/or significant groups of
security holders.  Please make conforming changes to the diagrams on pages 133, 135 and
136.
The Meeting, page 40
12.With reference to Rule 14a-4(a)(3), please identify clearly and impartially each
separate matter intended to be acted upon with respect to each proposal for which you are
soliciting shareholders.  For instance, and without limitation, we note it is not clear
whether GDHL shareholders are being asked to consider only the issuance and terms of
Class B ordinary shares in the Governing Documents Amendment, that GDHL
shareholders are being asked in the Domestication Charter and Bylaws Amendment to
consider redomestication of the company and the adoption of a proposed new certificate
of incorporation and proposed new bylaws, both or either of which may contain
provisions that differ materially from corresponding provisions in the existing
organization documents of GDHL, and that as part of the proposed BitGo merger a new
article will be added to the certificate of incorporation of Galaxy Digital Inc. to require a
stockholder vote to approve certain acts or transactions.  For additional guidance, please
refer to the interpretations available at:
https://www.sec.gov/divisions/corpfin/guidance/14a-
interps.htm and https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a-
4a3.htm.  Additionally, describe the number of Class B ordinary shares of GDHL that will
be authorized and 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 shareholders of GDHL and BitGo, respectively.
We are highly dependent on our Founder, which exposes stockholders to material and
unpredictable "key man" risk, page 56
13.Noting your disclosure on pages 33 and 248 that the addition of BitGo technologist, Mike
Belshe, would significantly increase your ability to build innovative products and services,
please expand your risk factor disclosure to address all key personnel upon whom your
business as described in this proxy statement/prospectus is materially dependent.
GDHL's Background to and Reasons for the Reorganization
Information and Factors Considered by the Special Committee, page 158
14.In the fourth item of uncertainty considered by the Special Committee you state that
PCAOB guidance requires digital assets to be accounted for as intangible assets.  Please

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November 5, 2021
Page 5
revise your disclosure to remove the implication that the PCAOB is an accounting
standard setter.
The Proposed Transactions—the Second Merger and the BitGo Acquisition
Background To the BitGo Acquisition, page 163
15.Refer to your disclosure on page 164, please expand to describe the material terms of (i)
the all-cash offer for a proposed acquisition of BitGo by Company A disclosed in the first
full paragraph and (ii) the material terms of the non-binding letter of intent that Galaxy
provided to BitGo’s chief executive officer on February 12, 2021.  Further, disclose the
material terms of the letter of intent that were subject to the negotiations between Galaxy
and BitGo following February 12, 2021.  Without limitation, your disclosure should
identify the initial valuation of the business combination and explain if and why it
changed during the course of the negotiations.
16.We note BitGo engaged Qatalyst Partners LLC to serve as financial advisor to BitGo in
connection with a potential business combination.  Please disclose whether Qatalyst
prepared an analysis of the proposed merger with Galaxy for the BitGo board.
17.We note your disclosure in the last bullet on page 166 that Galaxy has a history as an
investor in BitGo.  Please expand your disclosure in this section to describe Galaxy's
interest in BitGo.
Total Consideration to BitGo Stockholders, page 172
18.We note your disclosure that the implied aggregate transaction value of the BitGo merger
is approximately $1.2 billion based on GDHL’s closing share price on May 4, 2021, and
that it will be $[•] based on GDHL’s closing share price on [•].  Please revise to disclose
GDHL's per share closing price as of the dates referenced.  Please make conforming
disclosure elsewhere in the document where the aggregate transaction value of the BitGo
merger is similarly discussed.
Conditions to Completion of the Transaction, page 185
19.Please revise to identify conditions to the closing of the merger that are subject to waiver
and identify the party who has the right to waive such condition.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Galaxy Digital
Our Business, page 195
20.We note that the five businesses you identify here are consistent with your reportable
segments as disclosed in Note 20 beginning on page F-49.  Please tell us your
consideration for separately discussing the operating results, liquidity and capital
resources of each reportable segment in addition to discussing these items on a
consolidated basis as contemplated in Item 303(b) of Regulation S-K.

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Non-GAAP Financial Measures, page 197
21.Regarding your presentation of non-GAAP adjusted net income, you state that the
net adjustment for the period to mark net digital assets to market takes into account the
lower digital assets sales costs from the impaired assets that were held at the beginning of
the period and sold during the period, compared to the impaired assets at the end of the
period.  Please clarify what you mean by this statement and what this adjustment
represents.  For example, tell us whether the adjustment relates to fair value adjustments
that were actually recorded during the periods presented or if they are adjustments that
would have been recorded had you accounted for the related digital assets at fair value,
rather than cost less impairment.  In addition, tell us how this adjustment relates to (if at
all) the fair value adjustment included in non-GAAP net digital assets at fair value.
BitGo
Results of Operations
Other Gains/Losses, page 217
22.You disclose that the $2.0 billion charge for the change in fair value of embedded
derivative during 2020 is primarily a result of the difference in the subsequent
measurement of the recognized asset and liability for BitGo's WBTC product.  As it is
apparent from disclosures on pages 213 and 214 that you record the bitcoin received under
your Wrapped Bitcoins (WBTC) product as digital intangible assets - restricted at fair
value on the date of receipt and record a corresponding obligation to exchange digital
intangible assets along with the embedded derivative associated with the fair value of the
bitcoin that must be returned, please demonstrate to us the reasonableness of the
embedded derivative liability amount recorded.  In your response, tell us the average
duration of WBTCs outstanding at December 31, 2020 noting the significant run-up in the
value of bitcoin at the end of 2020.
Quantitative and Qualitative Disclosures about Market Risk, page