Galaxy Digital Holdings Ltd. is one step closer to listing its shares in the United States after the US Securities and Exchange Commission (SEC) approved its registration statement related to a planned corporate reorganization.

The approval, announced on April 7, allows the firm to proceed with a previously disclosed plan to restructure and shift its corporate domicile from the Cayman Islands to Delaware. The reorganization includes the formation of a new holding company, Galaxy Digital Inc. ("New Pubco"), whose shares are expected to be listed on the Nasdaq Global Select Market under the ticker symbol GLXY, pending shareholder and regulatory approval.

A special meeting of Galaxy shareholders has been scheduled for May 9, to vote on the proposed reorganization. Only shareholders of record as of April 7 are eligible to participate in the vote. If the reorganization is approved, the company anticipates completing the transition and listing on Nasdaq shortly thereafter, with the final listing subject to meeting Nasdaq’s requirements.

The reorganization is expected to include the domestication of Galaxy from the Cayman Islands to Delaware and a related share exchange, through which Galaxy shareholders would receive shares in the newly formed US entity.

Galaxy has stated that the transition will not affect shareholder rights and that additional materials—including a management information circular—will be made available to investors via mail and online through the company’s profile on SEDAR+ and the SEC's website.

While the company anticipates a Nasdaq listing soon after the reorganization closes, its shares will also remain listed on the Toronto Stock Exchange (TSX) for a transitional period.‍

Regulatory Filings and Shareholder Communication

The SEC’s approval of the Form S-4 registration statement allows the company to proceed with soliciting shareholder votes. The registration statement includes details of the reorganization plan, the rationale behind the board’s approval, and the steps shareholders will need to take to vote.

Galaxy has also retained TMX Investor Solutions Inc. to manage the proxy voting process. Shareholders with questions are encouraged to contact TMX via the provided email or phone lines.