Galaxy Digital Approved for Nasdaq Listing, Relocates HQ to Delaware

Galaxy Digital has achieved a significant milestone in its expansion into the U.S. financial industry. On April 7, the company announced that its Form S-4 filing was approved, paving the way for its previously announced plan to relocate its headquarters from the Cayman Islands to Delaware. This move will introduce a new U.S.-based holding company called Galaxy Digital Inc., also known as “New Pubco.”

The reorganization plan ensures that existing shareholders will not lose any of their current economic interest or voting power. Shareholders will receive shares of New Pubco’s Class A common stock on a one-for-one basis, meaning for every share currently held, shareholders will get an equal share in the new structure with no changes, just a fresh framework. To finalize this transition, Galaxy has set up a special shareholder meeting on May 9, 2025. All shareholders on record as of April 7 will be eligible to vote, marking the final step in the reorganization process.

One of the key goals of this move is to list the Class A common shares on the Nasdaq Global Select Market under the ticker symbol “GLXY.” Listing on Nasdaq is expected to bring Galaxy greater visibility and access to the broader U.S. investor base. In support of this shift, Galaxy has partnered with TMX Investor Solutions Inc. to assist with the shareholder voting process. Shareholders will soon receive a detailed document outlining the entire reorganization, the reason behind it, and how the voting process will work.

Galaxy Digital CEO Mike Novogratz highlighted the significance of this step, stating, “This marks an important milestone for Galaxy, as we take a significant step toward advancing our mission of driving innovation and growth across digital assets and artificial intelligence infrastructure. We look forward to completing the transaction this quarter.” Galaxy is already a known name in the world of institutional-level crypto services, with a solid presence in North America, Europe, and Asia. The company has made considerable investments in high-performance computing and artificial intelligence, aligning with its long-term vision.

With regulatory approval and a solid roadmap established, Galaxy Digital is ready to start anew. The transition to a U.S.-based company reflects the company’s expansion and commitment to the ever-evolving digital asset universe. Shareholders and market watchers will be keenly interested in seeing what occurs at the next shareholder meeting and the anticipated listing under “GLXY.” As the crypto and AI worlds continue to evolve, Galaxy seems well-positioned to lead from the front.

The SEC's approval of Galaxy Digital's Form S-4 filing on April 7 allows the company to proceed with its previously announced plan to reorganize and list on Nasdaq. The reorganization involves a special shareholder meeting scheduled for May 9, where shareholders will vote on the proposed changes. If approved, Galaxy Digital intends to list on Nasdaq under the ticker "GLXY" shortly thereafter, with the transition expected to be finalized by mid-May.

The reorganization plan includes the conversion of all present Class A ordinary shares into Class A common stock on a one-for-one basis. This move will enable Galaxy Digital to maintain dual listings on both Nasdaq and the Toronto Stock Exchange for a transitional period. Following the restructuring, CEO Mike Novogratz will retain control of the business with approximately 60% of voting power. The proposal also removes existing limits on the voting rights of U.S. shareholders, potentially broadening the company's investment base.

Galaxy Digital's decision to relocate its headquarters to Delaware is strategic, as the state offers a favorable corporate environment. Delaware is known for its well-established legal framework and case law, which can help interpret local corporate rules. Additionally, Delaware legislators regularly update the Delaware General Corporation Law to align with modern technological and legal trends, making it an attractive choice for publicly traded corporations.

The company's move to Nasdaq reflects the growing institutional demand for controlled crypto products and services in the U.S. market. Galaxy Digital's portfolio includes investments in and operation of data centers supporting artificial intelligence and high-performance computing, as well as institutional services in crypto trading, asset management, and tokenizing. This development underscores the firm's commitment to driving innovation and growth across digital assets and artificial intelligence infrastructure.

The approval from the SEC comes after Galaxy Digital agreed to pay $200 million in a settlement related to claims of Terra's (LUNA) advertising being responsible for their collapse. This settlement removes a potential obstacle to the company's U.S. growth plans. The firm's strategic relocation and listing on Nasdaq are part of a broader effort to enhance its competitive position in the rapidly evolving crypto and AI sectors.