Galaxy Intends to List on Nasdaq on 16 May
Listing contingent on shareholder approval of proposed reorganization and domestication at the previously announced May 9 Special Meeting of Shareholders and final approval of the listing by Nasdaq
Galaxy Digital Holdings Ltd. announced that it intends to list on the Nasdaq Global Select Market on May 16, 2025. The proposed listing is subject to the satisfaction of all applicable legal and listing requirements, including shareholder approval of the previously announced reorganization and domestication (the “Reorganization”) at the Company’s Special Meeting of Shareholders (as defined below) scheduled for May 9, 2025, and final approval of the listing by Nasdaq.
“We believe that listing on the Nasdaq would mark a transformative milestone for Galaxy that would position us to advance our vision of building a gateway for investors to safely and efficiently access every corner of the digital asset and artificial intelligence ecosystems,” said Mike Novogratz, CEO and Founder of Galaxy. “We are confident that this listing would be value enhancing to the company and our shareholders and enable us to attract a broader investor base.”
Pending the closing of the Reorganization and final approval by Nasdaq, Class A common stock of Galaxy Digital Inc., the newly formed public company incorporated in Delaware, is expected to begin trading on the Nasdaq on May 16, 2025, under the ticker symbol GLXY. For a period of time following Galaxy Digital Inc.’s intended listing on Nasdaq, it will remain listed on the TSX.
Existing GLXY shares trading on the Toronto Stock Exchange (“TSX”) will continue to trade, uninterrupted, under the new CUSIP 36317J209. Existing BRPHF shares trading over-the-counter will be converted into GLXY shares on Nasdaq, also under the CUSIP 36317J209. For more information, a Frequently Asked Questions document can be accessed here and on the Company’s Investor Relations website.
Additional Information about the Reorganization, the Special Meeting and Where to Find It
In connection with the proposed Reorganization, Galaxy Digital Holdings Ltd. (the “Company”) and Galaxy Digital Inc. filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which contains a prospectus that will be used as a management information circular under United States securities law in connection with both (i) the solicitation of votes of the holders of ordinary shares of the Company (the “Shareholders”) to approve the Reorganization and (ii) the registration of Galaxy Digital Inc.’s shares of Class A common stock to be issued in connection with the Reorganization. The Registration Statement was declared effective by the SEC on April 7, 2025.
On April 17, 2025, the Company also mailed a management information circular (the “Circular”) and related meeting materials (collectively, the “Meeting Materials”) under Cayman Islands corporate law and Canadian securities law for the special meeting of Shareholders (the “Special Meeting”). At the Special Meeting, Shareholders and their duly appointed proxyholders will be asked to consider, and if thought fit, to pass certain resolutions relating to the Reorganization. The Meeting Materials contain important information regarding the Reorganization and related matters, how Shareholders can participate and vote at the Special Meeting, the background that led to the Reorganization and the reasons for the unanimous recommendation of the special committee of independent Company directors, as well as the Company’s board of directors determination that the Reorganization is fair to Shareholders and in the best interest of the Company. Shareholders of record as of the close of business on April 7, 2025, are entitled to receive notice of and vote at the Special Meeting. Broadridge Financial Solutions Inc. (“Broadridge”) is delivering the Meeting Materials to non-objecting beneficial owners (“NOBOs”). Beneficial Shareholders who are NOBOs can expect to receive a voting instruction form from Broadridge. This communication does not contain all the information that should be considered concerning the Reorganization and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. The Company and Galaxy Digital Inc. may also file other documents with the SEC regarding the Reorganization. The Company’s shareholders and other interested persons are advised to read the Registration Statement, the Circular and any other documents filed in connection with the Reorganization, as these materials may contain important information about the Company, Galaxy Digital Inc. and the Reorganization.
Shareholders and other interested persons may obtain a free copy of the Registration Statement and any other relevant documents filed or that will be filed with the SEC, free of charge, by the Company and Galaxy Digital Inc. from the SEC’s website at https://www.sec.gov. The Meeting Materials have been filed by the Company on SEDAR+ and are available under the Company’s profile at www.sedarplus.ca. SHAREHOLDERS ARE ADVISED TO READ THE FINAL VERSIONS OF SUCH DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Copies of the final versions of such documents can also be obtained without charge, when available, via the Company’s investor relations website: https://investor.galaxy.com.
The Company has also engaged TMX Investor Solutions Inc. to assist with the solicitation of proxies. Shareholders with questions on voting their shares should contact TMX Investor Solutions Inc., by email at INFO_TMXIS@tmx.com, by telephone at 1 (877) 478-5043 (toll free within North America) or for outside North America, call direct at (437) 561-5063.
Source: Galaxy
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