Galaxy Digital Inc-A美股招股说明书(2025-05-30版)

This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the“Selling Stockholders”) of up to 245,062,407 shares (the “Resale Shares”) of Class A common stock, par value $0.001 per share(“Class A common stock”), of Galaxy Digital Inc. (“GDI”), consisting of (i) 213,112,343 shares of Class A common stock issuableupon redemption or exchange of an equivalent number of limited partnership units (the “LP Units”) of Galaxy Digital Holdings LP(“GDH LP”), (ii) up to 2,750,000 shares of Class A common stock held by certain selling stockholders as of the date hereof, (iii) upto16,562,570 shares of Class A common stock issuable upon exchange of the 3.00% Exchangeable Senior Notes due 2026 issued byGDH LP (the “2026 Exchangeable Notes”) and (iv) up to 12,637,494 shares of Class A common stock issuable upon the exchange ofthe 2.500% Exchangeable Senior Notes due 2029 issued by GDH LP (the “2029 Exchangeable Notes” and, together with the 2026Exchangeable Notes, the “Exchangeable Notes”). We are not selling any shares of our Class A common stock in this offering and we will not receive any proceeds from the saleof the Resale Shares by the Selling Stockholders pursuant to this prospectus. The Selling Stockholders will receive all of the proceedsfrom any sales of the Resale Shares offered hereby. However, we will incur expenses in connection with the registration of our Class Acommon stock offered hereby. We are registering the Resale Shares either to permit certain of the Selling Stockholders to offer these shares for resale fromtime to time following redemption or exchange of their LP Units or pursuant to certain of the Selling Stockholders’ registration rights,which are described in the section entitled “Selling Stockholders.” Our registration of the Resale Shares does not mean that the SellingStockholders will offer or sell any of the Resale Shares, and there can be no assurances that the Selling Stockholders will sell any or allof the securities offered under this prospectus. The Selling Stockholders may offer, sell or distribute all or a portion of the ResaleShares publicly or through private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time ofsale or at negotiated prices. The timing and amount of any sale are within the sole discretion of the Selling Stockholders. We providemore information about how the Selling Stockholders may sell the Resale Shares in the section entitled “Plan of Distribution.” Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) and the Toronto Stock Exchange (the“TSX”) under the symbol “GLXY.” On May 29, 2025 the last reported sale price of our Class A common stock on Nasdaq was $19.60per share. Sales of a substantial number of shares of our Class A common stock in the public market, including any sales by the SellingStockholders, could occur at any time. These sales, or the perception that such sales may occur, could have a significant negativeimpact on the trading price of our Class A common stock. We are a holding company and, as a result of the Reorganization Transactions (a series of transactions described furtherelsewhere in our prospectus), our principal assets are our direct ownership of (i) certain LP Units, which entitle us to acorrespondingpercentage ownership of the economic interest in GDH LP (and as a result, Galaxy’s business), and (ii) all of thegeneral partnership interests of GDH LP, which entitles us to operate and control all of the business and affairs of GDH LP as its solegeneral partner, and, through GDH LP and its subsidiaries, to conduct all of Galaxy’s business. As ofMay23, 2025, we own38.6% ofthe total economic interest in GDH LP. The remaining economic interest in GDH LP is owned by entities controlled by MichaelNovogratz, our Chief Executive Officer and Founder (our “Founder”), and certain other limited partners of GDH LP, in each case,through their respective ownership of LP Units. Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page12. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. Prospectus dated May 29, 2025 TABLE OF CONTENTS About This ProspectusBasis of PresentationTrademarks and Service MarksGlossaryProspectus SummaryRisk FactorsSpecial Note Regarding Forward-Looking StatementsMarket and Industry DataDetermination of Offering PriceUse of ProceedsMarket Information for Common Stock and Dividend PolicyUnaudited Pro Forma Condensed Consolidated Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusinessManagementExecutive CompensationPrincipal StockholdersSelling StockholdersCertain Relationships and Related Party