NEW
YORK, Jan. 27, 2022 /CNW/ - Galaxy Digital
Holdings Ltd. (TSX: GLXY) ("Galaxy Digital" or "the Company"), a
financial services and investment management innovator in the
digital asset, cryptocurrency, and blockchain technology sectors,
today announced that it has publicly filed a registration statement
on Form S-4 with the U.S. Securities and Exchange Commission (the
"SEC") relating to a proposed reorganization and domestication of
Galaxy Digital from the Cayman
Islands to Delaware, and
proposed Nasdaq listing of the Class A common stock of Galaxy
Digital Inc., a new Delaware
holding company, under the ticker symbol "GLXY".
As previously announced, the Company intends to complete the
proposed reorganization and domestication to become a Delaware-based company, and subsequently list
on the Nasdaq, upon completion of ongoing SEC review and subject to
stock exchange approval of such listing.
The proposed reorganization and domestication is also subject to
approval by shareholders of the Company and applicable regulatory
authorities, including the Toronto Stock Exchange. The Company
anticipates holding a shareholder meeting to seek approval
following the effectiveness of the registration statement.
Further details will be included in a management information
circular of the Company to be mailed to shareholders and posted on
the Company's SEDAR profile at www.sedar.com.
Shareholders may obtain a free copy of the registration
statement (including the management information circular/prospectus
and the consent solicitation statement/prospectus contained in such
registration statement) and any other relevant documents filed with
the Securities and Exchange Commission (the "SEC") from the SEC's
website at http://www.sec.gov. SHAREHOLDERS ARE ADVISED TO READ THE
FINAL VERSIONS OF SUCH DOCUMENTS, WHEN AVAILABLE, BECAUSE THEY WILL
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.galaxydigital.io/.
This announcement shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of any of the proposed transactions. A registration
statement relating to the securities described in this announcement
has been filed with the SEC but has not yet become effective. This
announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Galaxy Digital
Galaxy Digital (TSX: GLXY) is a technology-driven financial
services and investment management firm that provides institutions
and direct clients with a full suite of financial solutions
spanning the digital assets ecosystem. Galaxy Digital operates in
the following businesses: Trading, Asset Management, Principal
Investments, Investment Banking, and Mining. Galaxy Digital's CEO
and Founder is Mike Novogratz. The
Company is headquartered in New York
City, with offices in Chicago, San
Francisco, London,
Amsterdam, Tokyo, Hong
Kong, the Cayman Islands
(registered office), and New
Jersey.
Disclaimers
The TSX has neither approved nor disapproved the contents of
this press release.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
The
information in this communication may contain "forward-looking
information" under Canadian securities laws and/or other
forward-looking statements (collectively, "forward-looking
statements"). Our forward-looking statements include, but are not
limited to, statements regarding our or our management team's
expectations, hopes, beliefs, intentions or strategies regarding
the future and the timing and completion of the proposed
reorganization and domestication. Statements that are not
historical facts, including statements about the proposed
reorganization and domestication and other transactions discussed
in the registration statement (the "transactions"), and the
parties, perspectives and expectations, are forward-looking
statements. In addition, any statements that refer to estimates,
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "forecast," "intend,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this communication may include, for example,
statements about our ability to complete the transactions or our
expectations around the performance of our business, including our
financial performance, following the transactions. The
forward-looking statements contained in this communication are
based on our current expectations and beliefs concerning future
developments and their potential effects on us taking into account
information currently available to us. There can be no assurance
that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. These risks include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could result in the failure to consummate the
transactions; (2) the possibility that the terms and conditions set
forth in any definitive agreements with respect to the transactions
may differ materially from the terms and conditions set forth
herein; (3) the outcome of any legal proceedings that may be
instituted following the transactions and any definitive agreements
with respect thereto; (4) the inability to complete the
transactions due to the failure to satisfy conditions to closing in
the definitive agreements with respect to the transactions
including in respect of shareholder, regulatory and stock exchange
approvals; (5) changes to the proposed structure of the
transactions that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the transactions; (6) the ability to meet
and maintain listing standards following the consummation of the
transactions; (7) the risk that the transactions disrupt current
plans and operations; (8) costs related to the transactions; (9)
changes in applicable laws or regulations; (10) the possibility
that the Company may be adversely affected by other economic,
business and/or competitive factors; (11) changes or events that
impact the cryptocurrency industry, including
potential regulation, that are out of our control; (12) the risk
that our business will not grow in line with our expectations or
continue on its current trajectory; (13) the possibility that our
addressable market is smaller than we have anticipated and/or that
we may not gain share of it; (14) those other risks contained in
the Annual Information Form for the year ended December 31, 2020 available on the Company's
profile at www.sedar.com and
(15) other risks and uncertainties contained in the registration
statement or otherwise indicated from time to time in filings we
make with the SEC. Should one or more of these risks or
uncertainties materialize, they could cause our actual results to
differ materially from the forward-looking statements. We are not
undertaking any obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise. You should not take any statement regarding past trends
or activities as a representation that the trends or activities
will continue in the future. Accordingly, you should not put undue
reliance on these statements.
SOURCE Galaxy Digital Holdings Ltd.