SEC Greenlights Galaxy Digital Reorg as Possible May Nasdaq Listing Looms

After more than three years, Galaxy Digital Holdings Ltd. is inching closer to a listing on the Nasdaq exchange. It now awaits a shareholder vote sometime in May.

It follows a green light from the U.S. Securities and Exchange Commission on Monday afternoon to change Galaxy’s registration from the Cayman Islands to Delaware.

Galaxy Digital first signaled its intent to list on Nasdaq in January 2022, marking the SEC’s go-ahead as one of the last few hurdles before the company gets approved for a listing under the ticker “GLXY.” 

“We’re on track to list on Nasdaq shortly after our shareholder vote on May 9, contingent on completing our reorganization,” CEO Mike Novogratz shared on X. “Let’s go!”

Galaxy’s registration statement via the SEC’s database details how the crypto and artificial intelligence infrastructure firm plans to shift its home base and reorganize under a new Delaware-based company, adopting a structure common among U.S. firms.

The plan removes current restrictions on U.S. shareholders’ voting rights. After the change, Novogratz will maintain control with nearly 60% of voting power.

Galaxy is currently listed on the Toronto Stock Exchange. Internally, it plans to ask shareholders to approve a corporate reorganization that it says would “provide legal, administrative, and other similar efficiencies.”

Galaxy said it chose Delaware as it deems it to be the “choice of domicile for many publicly traded corporations,” and because it believes moving its registration to it would “provide a favorable corporate environment.”

Based on the management circular in the filings, all issued and outstanding Class A ordinary shares will convert one-for-one into Class A common stock “without redemption or cancellation.”

For a limited and transitional period following reorganization, Galaxy will maintain dual listings on both Nasdaq and the Toronto Stock Exchange while fulfilling all Nasdaq listing requirements, according to the documents.

The firm expects the transition to be completed by mid-May, pending shareholder approval after the May 9 vote.

Edited by Sebastian Sinclair