United States securities and exchange commission logo





                            February 11, 2022

       Michael Novogratz
       Chief Executive Officer
       Galaxy Digital Inc.
       300 Vesey Street
       New York, NY 10282

                                                        Re: Galaxy Digital Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed January 28,
2022
                                                            File No. 333-262378

       Dear Mr. Novogratz:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4 Filed January 28, 2022

       General

   1.                                                   We note that you
indicate in footnote 1 of your response to prior comment 4 that your
                                                        analysis under the
Investment Company Act presumes the completion of the
                                                        reorganization and
reorganization and merger with BitGo. Please provide a revised
                                                        analysis as applied to
the current facts.
   2.                                                   We note that you
indicate in response to prior comment 4 that the Company is engaged
                                                        primarily in
non-investment company businesses related to digital assets through its
                                                        majority-owned
subsidiaries. Please explain how these are "non-investment company
                                                        businesses." Please
further explain which digital assets the Company is engaged in, and
                                                        approximate amounts of
the businesses that relate to the different digital assets.
 Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 2
3.       We note that you indicate in response to prior comment 4 that the
Company has five
         business lines, and that it does not emphasize one business line over
the other. Please
         revise your disclosure to explain which business line came first, and
the order of evolution
         among the business lines. In addition, please revise to disclose how
officers and directors
         allocate time among business lines. Please also disclose how income
compares across the
         business lines over time.
4.       We note that you state in your response to prior comment 4 that GD LLC
is not an
         investment company because it meets the definition of a market
intermediary under
         section 3(c)(2) of the Investment Company Act. Please supplementally
discuss (both in
         quantitative and qualitative terms) how GD LLC meets the market
intermediary
         definition, including the following:
             Explain how the financial contracts are individually negotiated;
             Explain which aspects of the financial contract are individually
negotiated;
             Provide a breakdown of the various assets held by GD LLC;
             Provide a breakdown of the percentage of transactions which are
individually
              negotiated;
             Provide a breakdown of the percentage of transactions entered into
on one side of the
              market as compared to the other;
             Explain how GD LLC holds out its business to the public and its
customers;
             Explain whether GD LLC "regularly engages" in transactions on both
sides of the
              market, and if so, how often transactions are entered into
(hourly, daily, monthly,
              etc.); and
             Explain what criteria GD LLC uses to determine which transactions
to enter into.
5.       We note your response to prior comment 4. Please provide additional
information about
         the holdings of GBFH LLC. Please also provide additional details about
the holdings of
         each of the subsidiaries of GBFH LLC (and any of their subsidiaries).
Please also
         supplementally explain which assets specifically are included in
"digital assets" in
         response to prior comment 4 with respect to GBFH LLC.
6.       Please provide an analysis as to the potential status as an investment
company under the
         Investment Company Act of 1940 or as an investment adviser under the
Investment
         Advisers Act of 1940 for the following entities: Galaxy Digital Asset
Management,
         Galaxy Fund Management, Galaxy Interactive, Galaxy Digital Prime
Services LLC,
         Galaxy Digital Principal Investments, and Galaxy Digital Partners LLC.
7.       Please explain if Galaxy Digital Principal Investments or Galaxy
Digital Partners LLC use
         the advisory services of GDCM LP, and if so how.
8.     In your response to prior comment 4 about the investment adviser status
of the Company,
FirstName LastNameMichael Novogratz
       you state that the Company holds equity investments. Please further
describe which
Comapany   NameGalaxy
       equity investmentsDigital  Inc. to, and who, either within the Company
or outside of the
                           this refers
       Company,
February  11, 2022makes
                   Page 2decisions about these equity investments.
FirstName LastName
 Michael Novogratz
FirstName LastNameMichael  Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022      Digital Inc.
February
Page 3 11, 2022 Page 3
FirstName LastName
9.       In footnote 7 to your response to comment 4, you reference several
no-action letters to
         support the proposition that an operating company's management of its
own assets does
         not constitute the provision of advice to others. Several of these
letters relate to insurance
         companies. Please explain why it is appropriate to apply these letters
in this context for
         who is considered the "other."
10.      We note your revisions in response to comment 2. Please revise your
risk factor
         disclosure to clarify, if true, that your policies and procedures are
intended to enable you
         to make risk-based assessments regarding the likelihood that a
particular digital asset
         could be deemed a security under applicable laws, and are not legal
determinations as to
         whether a particular digital asset is a security under the federal
securities laws.
11.      We note your disclosure throughout that you provide institutions and
direct clients with a
         full suite of financial solutions spanning the digital assets
ecosystem. Please define the
         term "direct clients" on first use and revise to clarify whether any
of your clients are retail
         investors. In addition, we note your disclosure throughout that GDT
provides access to
         over 100 globally traded cryptocurrencies to over 690 unique clients
and counterparties
         across a full suite of service offerings. Please revise your
disclosure to explain what you
         mean by "unique clients."
12.      In an appropriate section of your prospectus, please describe in
greater detail the
         procedures that BitGo follows to avoid impermissibly engaging in or
facilitating
         transactions in unregistered securities. In addition, please address
the specific risks
         inherent in BitGo's business model, including those associated with
their policies and
         procedures for determining that digital assets and other products that
BitGo currently
         offers or may offer in the future are not securities. Please describe
the limitations of any
         policies and procedures BitGo has in this regard, and state that these
are risk-based
         judgments by the company and are not a legal standard or determination
binding on any
         regulatory body. Please also describe the specific potential
consequences if any of the
         digital assets or other products that BitGo currently offers or may
offer in the future are
         determined to be securities under U.S. law.
13.      We note your disclosure in the risk factor at the bottom of page 140
that BitGo engages in
         activities with Wrapped Bitcoin ("WBTC"). Please provide a detailed
description of:
             The token, including the mechanics of minting and redemption,
including whether
              upon redemption any Bitcoin can be delivered or if the same
Bitcoin that was
              deposited to mint a particular WBTC is delivered;
             The valuation of WBTC and how such valuation is related to the
underlying Bitcoin;
              and
             The manner in which the underlying Bitcoin is reserved, including
how the Bitcoin is
              held in custody (e.g., whether it is pooled), how the Bitcoin
keys are secured, and
              what the custodian can do with the reserved Bitcoin.
         Additionally, please expand your disclosure under the section
"Information About BitGo"
         to describe BitGo's WBTC activities.
 Michael Novogratz
FirstName LastNameMichael  Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022      Digital Inc.
February
Page 4 11, 2022 Page 4
FirstName LastName
14.      With respect to BitGo's WBTC activities, please expand to provide risk
factor disclosure
         addressing issues related to a backed digital asset. Without
limitation, your disclosure
         should address the risk of loss associated with the Bitcoin held in
reserve, whether due to
         hacking or some other reason.
15.      With respect to BitGo's WBTC activities, please provide the following:
             Your legal analysis as to whether the WBTC token is a security
under Section 2(a)(1)
             of the Securities Act;
             Your legal analysis as to whether the token, if it is not a
security, is a swap under the
             Commodity Exchange Act; and
             Your legal analysis as to whether BitGo engages in money services
business
             activities as part of its WBTC business.
16.      We note throughout that you refer to both "digital asset trading
platforms" and "digital
         asset exchanges." Please revise to clarify whether each of these terms
carries a different
         definition. If the terms are used interchangeably, please consider
revising to refer just to
         "digital asset trading platforms."
17.      Please revise to clarify whether GDAM is currently a custodian of
digital assets. If so,
         please explain how they custody such assets.
18.      Please revise to clarify whether Portum Capital LLC has been approved
by FINRA to do a
         digital assets business. Additionally, please clarify what role Portum
currently serves for
         BitGo. Further, if it trades digital assets, please identify such
assets.
19.      Please revise to clarify whether, as part of its CMA in 2019, or
otherwise, Galaxy Digital
         Partners LLC was approved by FINRA to do a digital assets business.
Additionally,
         please disclose the types of assets it currently trades. Further, if
it trades digital assets,
         please identify such assets.
20.      Please revise to clarify whether GDPI is currently a registered as a
broker-dealer.
21.      We note your response to comment 6. Please provide us with a
materially complete
         description of how the secondary marketplace will operate. Please also
expand your legal
         analysis to address the operation of the secondary marketplace.
Cover Page

22.      We note your disclosure that Michael Novogratz is expected to own
approximately 62.3%
         of Pubco's voting power immediately following the reorganization and
the reorganization
         merger (or 56.5%, if the BitGo Acquisition is consummated). Please
revise to disclose
         whether you intend to rely on Nasdaq listing standards for a
"controlled company."
Basis of Financial Statement Presentation, page i

23.      We note your response to prior comment 9. Although it is clear that
your proposed
         acquisition of BitGo is contingent upon the completion of your
Reorganization and
         Reorganization Merger, as defined in your submission, it is also clear
from disclosure in
 Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 5
         the last paragraph on page 3 that your Reorganization and
Reorganization Merger
         transactions are not conditioned on the the completion of your
acquisition of BitGo. In
         addition, you disclose in the second paragraph on page ii that Galaxy
Digital Inc. was
         formed primarily for the purpose of consummating the Reorganization
and Reorganization
         Merger and facilitating the BitGo Acquisition, not solely for the
purpose of completing
         the BitGo Acquisition. Please tell us whether you and your board of
directors are required
         to complete your Reorganization and Reorganization Merger if approved
by shareholders
         even if the BitGo shareholders do not approve the sale to you. If you
must complete the
         Reorganization and Reorganization Merger transactions, if approved by
shareholders,
         regardless of the outcome the BitGo shareholder vote, we find it
difficult to conclude that
         Galaxy Digital, Inc. was formed solely for the purpose of completing
the BitGo
         Acquisition. Depending on your answer to this question either:
             Provide the audited financial statements of Galaxy Digital Inc. as
previously
              requested; or
             Revise your disclosure on page ii to clarify how Galaxy Digital
Inc. is formed solely
              for the purpose of completing your acquisition of BitGo.
A Letter from Michael Novogratz, our Founder and Chief Executive Officer, page
v

24.      We note that you have included a letter from your founder in the
forepart of the
         prospectus. Please revise your disclosure in the letter to ensure that
it provides a balanced
         view of Galaxy Digital and its business. For example purposes only,
please address the
         most material challenges, obstacles and risks to your business and
financial condition, and
         the impact of those risks to investors, including regulatory
uncertainty surrounding digital
         assets and the likelihood of additional regulatory and legislative
action in this regard.
Prospectus Summary
Information about Galaxy Digital
Our Products and Services, page 23

25.    We note the revisions you made on page 24 in response to prior comment
11. Please
       revise to address the following:
           Describe how GDPS holds digital assets in omnibus accounts for the
benefit of its
            clients. Your disclosure should address, without limitation, how
ownership of these
            digital assets is recorded on and/or off the blockchain;
           Disaggregate the amount of digital assets held in custody by (i)
that held for Galaxy
            (including GDPS) customers, (ii) that held for BitGo customers,
(iii) that held for
            your own account, (iv) that held in omnibus accounts and (v) that
held in custodial
            wallets; and
           Clarify whether the maximum amount of digital assets held in custody
for BitGo's
FirstName LastNameMichael        Novogratz
            customers for the nine    month period ended September 30, 2021 was
$35.5 billion, as
Comapany disclosed
            NameGalaxy      Digital
                       on page   24,Inc.
                                     or $45.3 billion as stated in your January
4, 2022 response
February 11,letter.
              2022 Page 5
FirstName LastName
 Michael Novogratz
FirstName LastNameMichael  Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022      Digital Inc.
February
Page 6 11, 2022 Page 6
FirstName LastName
The Cryptoeconomy
Tokenization, page 26

26.      On pages 28 and 282, you present four illustrative examples of
non-fungible tokens
         (NFTs) owned by Galaxy Digital and its related parties. Your
disclosure suggests that
         each of the NFTs pictured have been sold. If true, please tell us why
you believe it is
         appropriate to depict assets currently owned by others in your
prospectus. Please also
         identify who the related parties are, the nature of your relationship
with them, and how
         that relationship is reflected in your financial statements.
27.      Please tell us how you account for the NFTs you own and reference for
us the
         authoritative literature you rely upon to support your accounting. In
your response, tell
         us:
             The nature of these NFTs;
             Describe the technology underlying them and how it works; and
             Explain how the technology serves to provide you both control and
the benefit of an
             asset.
28.      As a follow-up to the preceding comment, please tell us how you are
accounting for your
         minority investment in Candy Digital as identified on page 27, whether
that accounting
         results in Candy Digital's NFT activities being reflected in your
financial statements, and
         if reflected, whether your accounting for the investment depicts their
NFT activities in a
         manner consistent with your accounting policies for NFTs you own.
Our Business Model, page 32

29.      We note the revisions you made beginning on page 288 to prior comment
7. Please revise
         to provide similar disclosure regarding the business conducted by the
companies that you
         have acquired in the Prospectus Summary.
Information about Galaxy Digital
Recent Developments, page 36

30.      We note your disclosure on page 211 that GDH LP closed a private
offering of $500.0
         million of its 3.00% Senior Exchangeable Notes in December 2021.
Please expand your
         disclosure to indicate the exemption from registration claimed and
disclose the terms of
         conversion or exercise of the securities. Please make similar changes
elsewhere in the
         registration statement where this disclosure appears.
Overview of Proposed Transactions, page 39

31.      We note your disclosure that Michael Novogratz, the Chief Executive
Officer and
         Founder of GDHL, will hold 56.5% of the combined voting power of
Pubco's common
         stock. We note that your chart on page 41 discloses that GGI, which is
controlled by Mr.
         Novogratz, will hold 56.3% of the voting interests. Please revise this
discrepancy or
         explain.
 Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 7
Risk Factors, page 60

32.      We note your response to prior comment 17 that where you identify an
inconsistency in a
         customer's status as a non-U.S. person or detect potentially
suspicious activity based on
         the customer's trading activity, you may cease trading with a customer
while the
         customer's status is investigated. Please tell us under what
conditions you would continue
         trading with a customer under such circumstances.
A determination that a digital asset is a security for purposes of the federal
securities laws could
adversely..., page 67

33.      We note your disclosure that "the SEC staff has provided informal
assurances to a handful
         of promoters that their digital assets are not securities." Please
delete this statement, as we
         are unaware what this refers to. If this refers to no-action letters,
please consider
         clarifying accordingly.
Risks Related to Cryptocurrencies and Digital Assets, page 85

34.      In the risk factors relating to borrowing and lending of digital
assets on pages 90 and 91,
         please expand to disclose that borrowing and lending operations may
also be subject to
         regulatory risk.
If the BitGo Acquisition is consummated, we will be subject to material risks
and uncertainties
associated with custodying cryptocurrencies., page 139

35.      We note your disclosure on page 140 that "BitGo Trust Company, Inc.
and BitGo New
         York Trust Company LLC custody fiat currency in an omnibus account,
utilizing an FDIC
         insured sub custodian, Silvergate Bank." Please revise to clarify
whether the omnibus
         account is subject to FDIC insurance. If not, please consider removing
the reference to
         "FDIC-insured."
The Proposed Transactions   the Second Merger and the BitGo Acquisition
Background To the BitGo Acquisition, page 178

36.      We note your response to prior comment 18. Please expand to disclose
the valuations of
         BitGo contemplated in the indications of interest and proposals that
BitGo received from
         Companies A, B and C as referenced in the second paragraph on page
180.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Galaxy Digital
Financial Highlights, page 210
FirstName LastNameMichael Novogratz
37.    Please tell us which digital assets are included for the purposes of the
financial highlights.
Comapany   NameGalaxy
       For instance,  does Digital Inc.all of the digital assets listed
beginning on page 272?
                           it include
       Additionally,
February 11, 2022 Pageplease
                         7 tell us if it includes any NFTs.
FirstName LastName
 Michael Novogratz
FirstName LastNameMichael  Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022      Digital Inc.
February
Page 8 11, 2022 Page 8
FirstName LastName
Non-GAAP Financial Measures, page 215

38.      Please revise your submission to remove your non-GAAP net digital
asset measure.
         Reflecting the components at fair value is a tailored measurement
principle consistent
         with the guidance in Question 100.04 of the Compliance and Disclosure
Interpretations, or
         CDIs, on Non-GAAP Financial Measures. In addition, we note that your
non-GAAP net
         digital asset measure is not reconciled to the most directly
comparable financial measure
         under GAAP as required by Item 10(e)(1)(i)(B) of Regulation S-K and
that there is no
         such GAAP measure.
39.      Regarding your non-GAAP adjusted net income, please address the
following:
             Revise your submission to remove your adjustments for net digital
assets being
            reflected at fair value as these adjustments are the result of
tailored measurement
            principles under Question 100.04 of the CDIs on Non-GAAP Financial
Measures.
             Tell us why it is appropriate to remove the change in fair value
of your warranty
            liability and substantiate why these adjustments are also not the
result of a tailored
            measurement principle.
Components of Results of Operations
Net gain/(loss) on digital assets, page 221

40.      Please revise your disclosure here or in liquidity and capital
resources to disclose
         your hedging program effective October 1, 2021 as indicated in your
response to prior
         comment 31. In your revised disclosure indicate the anticipated impact
of this program on
         future results of operations and liquidity.
Quantitative and Qualitative Disclosures About Market Risk
Credit and Counterparty Risk, page 234

41.      Please expand to clarify which entity is being referred to in the
context of the lending
         operations discussed here. Additionally, clarify whether the nature of
the collateral
         provided by digital asset borrowers here is the same as that described
on the top of page
         271, where you state that GDT "limit[s] the types of collateral it
will accept, which
         typically includes a limited list of the most liquid and largest
market capital digital assets
         such as BTC, ETH and USDC as well as U.S. dollars and fiat."
42.      We note your disclosure that you post risk margin with cryptocurrency
exchanges to
         participate in activities within the exchange. Please expand to
describe the activities
         referred to here. Additionally, clarify whether the exchanges referred
to are located within
         the U.S. or elsewhere.
Unaudited Pro Forma Condensed Combined Financial Statements, page 250

43.      In the penultimate paragraph on page 250 you indicate that the
reorganization is reflected
         as a transaction under common control or common ownership under ASC
805-50. From
         the ownership table beginning at the bottom of page 359 now populated,
it is apparent that
 Michael Novogratz
FirstName LastNameMichael  Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022      Digital Inc.
February
Page 9 11, 2022 Page 9
FirstName LastName
         Michael Novogratz beneficially owns less than one percent of Galaxy
Digital Holdings
         Limited and therefore does not control it. In addition the sections of
ASC 805-50 devoted
         to transactions between entities under common control do not consider
mere common
         ownership. As a result, please tell us why it is appropriate to
reflect the reorganization
         transaction with Galaxy Digital Holdings Limited at book value and
reference for us the
         authoritative literature you rely upon to support your accounting. In
your response,
         specifically tell us how you considered the guidance in ASC
805-50-30-5.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 256

44.      In order to help us further evaluate your reclassification adjustment
DD in Note 2, please
         clarify for us the components of your digital asset borrowing activity
included within
         revenue and provide your supporting accounting analysis for why you
believe such
         presentation is appropriate. In your analysis, reconcile for us your
conclusion with that
         described in your November 12, 2021 response to comment 46. In
addition, consider the
         need to disaggregate on the face of your historical statement of
comprehensive income the
         various revenue streams within net gain (loss) on digital assets, to
use more appropriate
         and insightful line item descriptors, and to include in a single
location within your
         historical financial statement Note 2 descriptions of the components
of each revenue line
         item.
45.      In adjustment 4(c) on page 261 you indicate that after the
Reorganization and
         Reorganization Merger you will own approximately 30.1% of GDH LP and
the remaining
         economic interest of approximately 69.9% is held by noncontrolling
interest holders.
         Please revise your disclosure to clarify why noncontrolling interests
on your pro forma
         balance sheet reflecting the Reorganization and Reorganization Merger
transactions
         represents approximately 76.7% of total equity and not 69.9%. This
comment also applies
         to your adjustments 7b, 8b, and 9d in your pro forma statements of
operations where the
         income/expense allocation does not appear to agree with the disclosed
ownership
         percentages.
46.      In adjustment 6(g) you present a $26,086,000 deferred tax liability
related to the step up in
         book basis in acquired assets and liabilities from the BitGo
acquisition over the carryover
         basis of those assets and liabilities. You also indicate that this
deferred tax liability was
         reduced by a BitGo valuation allowance. As valuation allowances reduce
deferred tax
         assets and not deferred tax liabilities, please provide us your
calculation of the $26.1
         million deferred tax liability. To the extent that you reverse the
BitGo valuation
         allowance in your acquisition accounting and the resulting deferred
tax assets offset the
         deferred tax liability related to the step up in book basis, revise
your disclosure
         accordingly. Reference for us the authoritative literature you rely
upon to support your
         presentation. Finally, in your response and revised disclosure clarify
whether the
         goodwill recognized is tax deductible.
47.      In adjustment 7(a) you indicate that there is no pro forma tax expense
in 2020 as Pubco's
         current taxable income was offset with net operating loss
carryforwards generated in
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 10 11, 2022 Page 10
FirstName LastName
         historical periods and there is a full valuation allowance against
Pubco's remaining
         deferred tax assets. Please tell us the differences between the tax
bases and the reported
         amounts in the financial statements of Galaxay Digital Holding LP (GDH
LP) at
         September 30, 2021 and revise the historical financial statements to
disclose the net basis
         difference as required by ASC 740-10-50-16. In addition, tell us why a
full valuation
         allowance against the net operating loss carryforwards on a pro forma
basis at Pubco
         before the BitGo acquisition is appropriate given your apparent
historic operating income
         at your predecessor, GDH LP, and therefore why no pro forma tax
provision in 2020 is
         also appropriate. Reference for us the authoritative literature you
rely upon to support
         your presentation.
48.      In adjustment 9(c) you disclose that you present no pro forma tax
adjustment in the 2021
         interim period because BitGo's current taxable income was offset with
historical net
         operating loss carryforwards and that there is a full valuation
allowance against
         BitGo's remaining deferred tax assets. Please revise your disclosure
to clarify why/how
         BitGo has current taxable income in 2021 when it reflects a
significant pre-tax loss. In
         addition, revise your disclosure in the 2020 period to clarify why the
pro forma tax benefit
         reflected is significantly in excess of the combined state and federal
24% statutory rate
         you disclose on adjustments 9(a) and 9(b).
49.      Please revise your disclosure regarding Note 10 to clarify how you
determined the
         "historic" weighted average number of common shares outstanding used
in your pro
         forma loss per share computation. In your disclosure clarify how you
determined the
         number of common shares issued in the Reorganization and
Reorganization Merger versus
         those issued in the BitGo Acquistion.
50.      On page 343 you disclose the existence Tax Receivable Agreements
(TRAs) that will be
         amended to reflect the Reorganization. Please tell us how you
accounted for these TRAs
         historically and your consideration for reflecting them in your pro
forma financial
         statements.
Information About Galaxy Digital
Our Products and Services
Trading, page 268

51.      We note your response to prior comment 22. We further note your
disclosure in the last
         paragraph on page 271 that the digital assets you lend and borrow are
restricted to digital
         assets approved for transacting by your internal policies and
procedures. If either your
         lending or borrowing is concentrated among one or more digital assets,
please expand to
         describe such concentrations.
Mining, page 276

52.      We note your response to prior comment 26. Please expand your
disclosure to address the
         following:
 Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 11
                Disclose whether you currently hold or monetize the bitcoin you
mine, as well as
              your intentions in this regard;
                Clarify what you mean by the disclosure that "GDM receives
regular reports
              regarding the operations of its accounts;" and
                Explain your miner finance business activity. Without
limitation, your disclosure
              should discuss the financial tools you provide to miners, the
"state of the art credit
              underwriting" you provide and how you select miners.
53.      With regard to your mining operations, please revise to address the
following:
             Disclose the location of your mining facility;
             Describe your relationship with the third-party data center
providers and your right to
             use the colocation facility;
             Disclose whether you own or lease the hardware and software you
use to mine and
             your practices for replacing and/or upgrading such equipment; and
             Discuss your access to required energy sources, including clean
energy sources.
             Further, identify the sources of energy comprising what you refer
to as sustainable
             power and provide estimates of your sustainable power mix for at
least two other
             comparable points in time.
Principal Investments, page 277

54.      We note your disclosure throughout that GDH, LP holds a minority
interest in Candy
         Digital. Please revise to disclose the percentage of ownership held.
The Cryptoeconomy
Tokenization, page 280

55.    In the last paragraph on page 280 you disclose that stablecoins are
digital assets pegged to
       a unit of another currency. You also disclose that stablecoins allow
fiat currencies to
       transact on a blockchain, combining the features of a digital asset with
the stability of an
       underlying fiat currency. In your glossary definition on page 405 you
indicate that
       stablecoins are tokens designed to track an off-chain asset, most
commonly U.S. dollars.
       Please address the following:
           Revise your disclosure to clarify what you mean by stablecoins being
"pegged to a
            unit of another currency."
           Revise your glossary definition to clarify what you mean by
stablecoins being
            "designed to track an off-chain asset."
           To the extent the stability of stablecoins results from assets held
in the issuers'
            segregated accounts backing those stablecoins, revise your
disclosure to so state.
FirstName LastNameMichael       Novogratz
             Quantify and describe   the nature of the assets held in the
issuers' segregated accounts
Comapany andNameGalaxy     Digital
                 indicate the      Inc. the issuers may have to change the
composition and
                              discretion
            amounts   of
February 11, 2022 Page 11those assets. Otherwise tell us why such disclosure is
not warranted.
FirstName LastName
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 12 11, 2022 Page 12
FirstName LastName
Our Business Model
DrawBridge Lending, page 289

56.      Please revise to describe the difference between DrawBridge's lending
operations and
         those of Galaxy Digital Trading.
Government Regulation
Broker-Dealer Regulation, page 299

57.      If true, please disclose here that GDIB and Portum have not been
approved by FINRA to
         transact in digital asset securities.
Description of Pubco Capital Stock
Common stock   Warrants, page 351

58.      We note Section 18(c) of Exhibit 4.1, Form of Warrant to purchase
ordinary shares of
         GDHL, provides that parties to the warrant agreement waive their right
to a jury trial with
         respect to any action based upon or arising out of the warrant
certificate. Please expand
         your disclosure to describe this provision. Your description should
include, without
         limitation, disclosing whether the provision extends to federal
securities law claims and, if
         it does, a statement that investors cannot waive compliance with the
federal securities
         laws and the rules and regulations promulgated thereunder. If this
provision does not
         extend to claims under the federal securities laws, please also ensure
that the provision in
         the warrant agreement states this clearly, or tell us how you will
inform investors in future
         filings that the provision does not extend to claims under the federal
securities laws.
         Additionally, please address any uncertainty as to enforceability and
disclose whether or
         not the provision applies to purchasers in secondary transactions.
Further, provide related
         risk factor disclosure, including the risk that these provisions can
discourage claims or
         limit shareholders' ability to bring a claim in a manner that they
find favorable.
Exclusive forum, page 358

59.      We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether this provision applies to actions
arising under the
         Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates
         exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
         by the Exchange Act or the rules and regulations thereunder. If this
provision does not
         apply to actions arising under the Exchange Act, please also ensure
that the exclusive
         forum provision in the governing documents states this clearly, or
tell us how you will
         inform investors in future filings that the provision does not apply
to any actions arising
         under the Exchange Act. Please make conforming revisions where this
disclosure appears
         elsewhere in the registration statement. In this regard, we note your
disclosure that
         nothing in your "Proposed Charter precludes stockholders that assert
claims under the
 Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 13
         Exchange Act from bringing such claims in any court, subject to
applicable law."
Beneficial Ownership of Capital Stock, page 359

60.      Please ensure that you identify the natural persons who are the
beneficial owners of
         the shares held by the 5% or greater stockholders identified in your
table.
Change in Auditors, page 401

61.      Please tell us whether BitGo had any disagreements or reportable
events, as identified in
         Item 304(a)(1)(v) of Regulation S-K, with Deloitte & Touche LLP during
the periods it
         audited in the filing through the date of your response. If so,
provide the disclosures
         required by Item 304(b) of S-K and Part I.C., Item 17(b)(6) of Form
S-4.
Galaxy Digital Holdings LP
Unaudited Interim Consolidated Financial Statements
Notes to the Condensed Consolidated Interim Financial Statements
Note 2: Significant Accounting Policies
Staking, page F-9

62.      Please revise your disclosure to quantify the amount of staked digital
assets at the end of
         all reporting periods. In addition, provide us your accounting
analysis for your staking
         activities, including from staking activities performed on your own
account and any
         performed on behalf of your customers. Ensure this accounting analysis
includes:
             Sufficient background about how the staking procedure works for
each blockchain on
              which you stake (including what is on blockchain versus
off-blockchain);
             Discussion of control of the digital assets used as a part or the
staking process; and
             An evaluation of the contractual rights that govern your staking
activities.
Note 4: Digital Assets
Digital Assets Rollforward, page F-13

63.    From the first rollforward on page F-13 it is apparent that your
stablecoins holdings had
       increased significantly to $226.6 million at September 30, 2021 or about
6.2% of total
       assets at that date. It also appears that intangible assets exceed 5% of
total assets.
       Further, while you include parenthetical disclosure on the face
quantifying digital assets
       carried at fair value, the character of the assets as either intangible
assets or financial
FirstName LastNameMichael Novogratz
       assets does not appear to be evident from your presentation. Please
revise your
Comapany    NameGalaxy
       presentation        Digital
                     to comply      Inc.the guidance in Rules 5-02.15, 5-02.8
and 5-02.17 of
                                 with
       Regulation
February  11, 2022 S-X.
                    Page 13
FirstName LastName
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 14 11, 2022 Page 14
FirstName LastName
Note 20: Reportable Segments
Mining, page F-39

64.      We note that mining is one of the five complementary businesses you
disclose, a
         reportable segment, and that you anticipate that this revenue stream
will be an area of
         growth over the coming years. Accordingly, please disclose your
revenue recognition
         policy for mining and provide incremental analysis to that provided in
response to prior
         comment 33.
65.      In order to help us further evaluate your response to prior comment
33, please address the
         following additional comments and reference, where applicable, the
authoritative
         literature you rely upon to support your accounting:
             We are unable to reconcile your presentation of mining pool
revenues and expenses
              within "other (expense)/income, net" with the following
disclosure that indicates that
              mining is part of your ordinary activities and as such appear to
be revenues and cost
              of revenues: page 276 that mining is one of your products and
services and your
              statement on page 268, "We operate in the following businesses
that complement
              each other: trading, asset management, investment banking, mining
and principal
              investments." Please revise or advise.
             Reconcile your segment reporting which depicts $2.1 million of
operating expenses
              in the mining segment in the table on page F-40 with your
response that your mining
              revenues and expenses are recorded net in "other
(expense)/income, net."
Audited Annual Consolidated Financial Statements
Consolidated Statements of Operations, page F-47

66.      Please tell us why digital assets sales revenue, net gain on digital
assets, digital assets
         sales cost and impairment of digital assets in 2020 changed from the
amounts previously
         presented. In your response:
             Tell us whether the changes made are related to the material
weaknesses in internal
              controls over financial reporting identified on page 128 and
elsewhere in your
              submission; and
             Provide the error correction disclosures required by ASC
250-10-50-7 through 50-9,
              including labeling the 2020 column as restated, or tell us why
these disclosures are
              not required.
Consolidated Statements of Cash Flows, page F-50

67.      Please clarify in your disclosure what the line item "digital assets
cost of sales adjustment"
         represents.
68.      Please explain the difference between the "digital asset receivable"
line item presented as
         an operating activities reconciling item and that presented as a
supplemental non-cash
         activity. In your response, clarify why digital assets receivable is
needed as an operating
         activity reconciling item if they are settled by the receipt of a
token or coin and not by the
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 15 11, 2022 Page 15
FirstName LastName
         receipt of cash. In addition, tell us whether your disclosed non-cash
activity for digital
         assets receivables includes any coin for coin trading activity.
69.      We note that your supplemental disclosure of noncash investing and
financing activities
         includes payables and receivables related to digital asset trades and
that no cash proceeds
         from such trades are depicted in investing activities. Please clarify
for us, and consider
         the need for revised disclosure indicating, whether digital assets
trades are operating or
         investing activities for purposes of the statement of cash flows and
explain to us the basis
         for your conclusion.
70.      We note that the change in digital assets sold short is a reconciling
item in your operating
         activities section while proceeds and purchases of investments sold
short are included in
         investing activities. Please explain to us, and consider the need for
revised disclosure
         indicating the basis for your presentation and provide an accounting
analysis citing
         authoritative guidance in support of your conclusion. In addition,
please revise the
         captions proceeds and purchase of investments sold short in your
interim cash flow
         statements on page F-6 as they appear to be inverted. In this regard,
the purchases amount
         is reflected as a cash inflow and the proceeds amount is reflected as
a cash outflow.
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies
Revenue Recognition
Digital Asset Sales, page F-54

71.      Refer to prior comment 29. Please describe the timing of the
settlement of trading
         transactions relative to the acceptance of the customer's order. For
example, explain
         whether sales are settled immediately or at a later point in time
after acceptance of the
         customer order. Clarify whether the timing is included in your terms
and conditions and,
         provide us your accounting analysis, to what extent, if at all, the
timing impacts your
         accounting for the transactions and your conclusion as to whether
between acceptance and
         settlement you have entered into a contract that meets the definition
of a derivative
         instrument provided in ASC 815-10-15-83, and if so whether you believe
an applicable
         scope exception in Topic 815 exists.
Digital Assets, page F-55

72.      Refer to prior comment 30 and your response to comment 41 from our
November 5, 2021
         letter. Please tell us whether your contract with the counterparty
provides that the
         counterparty may not be required to fulfill a request by you to redeem
stablecoins for
         cash. Consider the need to disclose any such circumstance and provide
us citation to the
         specific contractual provision separately for both USDC and USTC. For
each such
         provision clarify whether the decision to redeem is solely within the
control of the
         counterparty. If the counterparty has an unconditional right not to
redeem or to redeem
         for assets other than cash, tell us how you considered those rights in
reaching your
         conclusion that USDC and USDT are financial assets.
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 16 11, 2022 Page 16
FirstName LastName
Digital Assets Receivable, page F-56

73.      Please provide us with the following additional information regarding
your investments in
         new blockchain companies. Revise your disclosure accordingly. In your
response:
             Clarify whether you transfer cash, digital assets, or both to the
investee;
             Describe the rights granted to you upon such an investment and
whether they
             represent an equity investment in the investee;
             Your policy disclosure here states that your rights to future
digital assets that meet the
             definition of a derivative are recorded at fair value with changes
in fair value
             recorded in your statement of operations. Disclose when you
believe your digital
             assets receivable meet the definition of a derivative, clarifying
what factors would
             cause some arrangements to meet the definition of a derivative
while others would
             not;
             State the amount of assets related to such investments at
September 30, 2021,
             December 31, 2020 and December 31, 2019 and where these assets are
recorded on
             your balance sheets; and
             Tell us what accounting literature you considered when determining
that your
             investment should be reclassified to a digital asset receivable.
In this regard, provide
             us with the journal entries you record at the outset of an
investment through when,
             and if, you receive any tokens. Reference for us the authoritative
literature you rely
             upon to support your accounting.
Note 4: Digital Assets
Digital Assets Custodied and held on Market Centers, page F-68

74.      Please tell us why it is appropriate to recognize the cost of digital
assets sold on a first-in,
         first-out basis in two separate pools and reference for us the
authoritative literature you
         rely upon to support your accounting. In your response, specifically
tell us your
         consideration of the guidance in ASC 610-20-32-2.
Digital Assets Rollforward, page F-69

75.      We acknowledge your response to prior comment 31 and, upon further
consideration,
         please revise your rollforwards to:
             Replace the gross sales proceeds column with one that reflects the
carrying value of
             digital assets sold (e.g., cos to sales for your indefinite-lived
digital intangible assets)
             and indicate in a footnote to the column, if true, that the
amounts presented for your
             digital assets at fair value and stablecoins also represent the
gross sales proceeds for
             each line item or otherwise disclose the gross sales proceeds if
not presented
             elsewhere. In this regard, when digital assets are sold, it is the
carrying value of the
             digital asset that is credited to your digital asset accounts not
the sales proceeds.
             Revise the title of the "change in carrying value" column to more
accurately reflect
             the character of the amounts depicted and consider the need to
revise the amounts
             depicted in the column. In this regard, as the general purpose of
a rollforward is to
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 17 11, 2022 Page 17
FirstName LastName
              explain and reconcile the change in carrying value, a reconciling
column titled
              "change in carrying value" with amounts depicted that reflect the
portion of the
              changes not explained through other reconciling columns does not
achieve this
              objective.
                Revise footnote 1 to the rollforwards to explain and quantify
any differences between
              amounts depicted in the rollforwards and those on your statements
of operations.
Note 5: Digital Assets on Loan and Borrowed, page F-71

76.      Refer to prior comment 32 and your response to comment 44 from our
November 5, 2021
         letter. Please provide us a description of the material terms of your
borrowing and lending
         transactions and associated collateral requirements and a
comprehensive analysis of your
         accounting for them that includes citation to the authoritative
literature you rely upon to
         support your accounting. In your analysis describe the specific
contractual terms of each
         type of transaction and tell us any accounting alternatives you
considered and rejected. To
         the extent your accounting conclusions are derived from legal
conclusions you reached,
         state those conclusions, summarize your legal analysis supporting
them, and clarify
         whether each such conclusion has been addressed by a court of law in
the applicable
         jurisdiction. Finally, consider the need to clarifying disclosure; for
example, it is unclear
         what you mean when you disclose that the borrowing fee is recognized
on an accrual
         basis.
BitGo Holdings, Inc.
Unaudited Interim Financial Statements, page F-99

77.      Please revise your submission to include comparable financial
statements for nine-month
         period ended September 30, 2020 as stipulated in Item 17(b)(8) of Form
S-4 and reference
         to Part I of Form 10-Q.
Notes to Consolidated Financial Statements
Note 2: Summary of Significant Accounting Policies
Revenue Recognition
Digital Assets Ssales Revenue and Digital Assets Sales Costs, page F-106

78.      Please revise MD&A to explain and analyze why BitGo's trading platform
revenues and
         associated costs increased dramatically in 2021 and clarify within its
financial statement
         disclosure where BitGo classified these items in prior financial
statements. Also address
         in your response, and consider the need for revised disclosure
describing:
             How BitGo's platform works by explaining the flow of digital
assets in a typical sale
              transaction and the extent to which it involves accounts that are
on blockchain or off
              blockchain;
             The parties to transactions on BitGo's trading platform and
identify which ones are
              customers under ASC 606;
             Why BitGo believes it is the principal in these transactions
including, but not limited
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 18 11, 2022 Page 18
FirstName LastName
              to, how many parties there are in the transaction and how BitGo
controls the digital
              assets before they are transferred to the customer; and
                How BitGo manages its digital asset holdings for any particular
digital asset.
79.      Please describe the timing of the settlement of trading transactions
relative to the
         acceptance of the customer's order. For example, explain whether sales
are settled
         immediately or at a later point in time after acceptance of the
customer order. Clarify
         whether the timing is included in your terms and conditions and,
provide us BitGo's
         accounting analysis, to what extent, if at all, the timing impacts its
accounting for the
         transactions and its conclusion as to whether between acceptance and
settlement it has
         entered into a contract that meets the definition of a derivative
instrument provided in
         ASC 815-10-15-83, and if so whether it believes an applicable scope
exception in Topic
         815 exists.
Note 8: Stock Option Plan, page F-114

80.      We note your disclosure that the intrinsic values at September 30,
2021 in the tables at the
         bottom of page F-114 and the top of page F-115 are based on your
latest 409A value of
         $0.57 per share. As this value is significantly below the effective
share price derived from
         the total consideration to be paid by Galaxy as depicted in Note 3 of
the pro forma
         financial statements on page 260, please revise your disclosure to
provide more
         meaningful aggregate intrinsic values at September 30, 2021 for these
two tables.
81.      Please tell us whether BitGo has granted any additional stock options
or other equity-
         linked awards or instruments after September 30, 2021. If so, tell us
the amount of such
         awards and, if material, revise your subsequent event note to disclose
such issuances.
Audited Annual Financial Statements
Notes to Consolidated Financial Statements
Note 1: Description of Business, page F-123

82.      Refer to prior comment 34 and your response to comment 47 from our
November 5, 2021
         letter. Please clarify for us whether BitGo believes the custodied
digital assets are isolated
         and not part of its bankruptcy estate. Please explain the basis for
BitGo's belief,
         summarize its legal analysis supporting this belief, and clarify
whether that analysis has
         been addressed by a court of law in the applicable jurisdiction.
Please also tell us who
         bears the risk of loss if BitGo is unable to retrieve the custodied
digital assets due to, for
         example, security breach, hack, theft, fraud or loss of requisite
keys.
Note 2: Summary of Significant Accounting Policies
Digital Intangible Assets, page F-124

83.      BitGo discloses that it tests digital assets that are indefinite-lived
intangible assets for
         impairment annually or when evidence of impairment exists. It goes on
to indicate that
         impairment losses are recorded when the carrying value of the digital
asset exceeds the
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 19 11, 2022 Page 19
FirstName LastName
         estimated fair value based on the closing price of an exchange during
the fiscal year.
         Please tell us how BitGo   s policy complies with the guidance in ASC
350-30-35-18 and
         35-19. In your response specifically explain why the closing price on
an exchange is
         apparently more relevant than the lowest price on the applicable
exchange for the specific
         digital asset. Similarly, please reconcile BitGo's impairment policy
on page F104 to the
         policy and guidance above.
Digital Intangible Asset Loans, page F-124

84.      In order to help us further evaluate your response to prior comment
35, please tell us the
         material contractual terms of each of BitGo's lending and borrowing
transactions,
         including discussion of collateral provisions.
85.      Please expand your discussion of BitGo's accounting for lending
transactions under ASC
         606 from your response to prior comment 35 to identify the
consideration that causes the
         counterparty to meet the definition of a customer and include your
analysis of the
         repurchase agreement guidance beginning at ASC 606-10-55-66,
including, but not
         limited to, ASC 606-10-55-68. Also, consider the need for revised
disclosure.
Digital Intangible Assets - Restricted, page F-125

86.      Please more fully describe BitGo's "WBTC service business" and the
"merchant issuers of
         WBTC," both of which are referenced in risk factor disclosure about
legal, tax, and
         regulatory risks on page 141, and reconcile for us this
characterization with your
         November 12, 2021 response to comment 48 of our November 5, 2021
letter that minting
         a Wrapped Bitcoin is akin to a digital asset borrowing transaction. As
part of your reply,
         address the following and consider the need for revised disclosure
about this business
         (e.g., in the Information About BitGo):
             Summarize the material terms of the WBTC services agreement
referenced in your
              risk factor disclosure on page 141 and provide us a copy of that
agreement.
             Describe the nature of the restrictions on the bitcoin BitGo
received under the
              Wrapped Bitcoins product and provide accounting analysis
supporting BitGo's
              determination that it should recognize the bitcoin on its balance
sheet in light of these
              restrictions. Clarify for us how this analysis considers the page
141 risk factor
              disclosure that BitGo holds the Bitcoin underlying WBTC in trust
for merchant
              issuers of WBTC and does not consider itself to be the beneficial
owner of such
              underlying Bitcoin for U.S. federal income tax purposes, but
rather to be acting as a
              custodian, depositary or in a similar capacity with respect to
such Bitcoin.
             Explain who bears risk of loss for the bitcoin BitGo receives and
more fully describe
              whether the insurance requirement underlying the Merger Agreement
covenant of
              cooperation with respect to the insurance policy relating to the
minting and burning
              of wrapped bitcoins ("WBTC insurance policy") described on page
202 is meant to
              mitigate this risk of loss and/or to what extent it relates to
the insurance coverage
              described on page 141 that is intended to protect against a
portion of the risk that the
              IRS or another tax authority could take a different position than
BitGo.
 Michael Novogratz
FirstName LastNameMichael   Novogratz
Galaxy Digital Inc.
Comapany11,
February  NameGalaxy
            2022       Digital Inc.
February
Page 20 11, 2022 Page 20
FirstName LastName
87.      In your November 12, 2021 response to comment 48 of our November 5,
2021 letter you
         indicate that the embedded put option in Wrapped Bitcoins meets the
net settlement
         criteria because the notional amounts of the BTC to be settled by
BitGo's counterparties
         could be liquidated on a digital asset exchange over a reasonable
period of time without
         significantly affecting the price. Please clarify what you mean by a
reasonable period of
         time and provide citation to the specific guidance related to readily
convertible to cash on
         which you relied to reach your conclusion.
Obligation to Return Digital Intangible Assets, page F-125

88.      Please provide us a comprehensive analysis of BitGo's accounting for
its borrowing
         transactions and associated collateral requirements that includes
citation to the
         authoritative literature it relies upon to support its accounting. In
this analysis, describe
         the specific contractual terms of each type of transaction.
Revenue Recogntion, page F-126

89.      It is our understanding that BitGo performs staking for its own
benefit and that it is
         working on a future product to stake on behalf of customers. On a
shareholder conference
         call on November 15, 2021 your chief information officer indicated
that BitGo offers
         staking itself and in partnership with external partners. Please
clarify for us whether
         BitGo currently stakes on behalf of others in addition to staking for
its own benefit.
         Regardless, revise BitGo's accounting policies to indicate its
accounting policies for
         staking activities, including how and when it recognizes staking
revenue.
90.      As a follow-up to the preceding comment, please provide us BitGo's
accounting analysis
         for its staking activities, including from staking activities
performed on its own account
         and any performed on behalf of its customers. Ensure this accounting
analysis includes:
             Sufficient background about how the staking procedure works for
each blockchain on
              which BitGo stakes (including what is on blockchain versus
off-blockchain);
             Discussion of control of the digital assets used as a part or the
staking process; and
             An evaluation of the contractual rights that govern BitGo's
staking activities.
Annex CSS: Alternate Pages For Consent Solicitation Statement/Prospectus
Cover Page, page
CS-2

91.      Please revise to address the following:
             Disclose the percentage of Pubco capital stock, and aggregate
voting power, that
             BitGo's public shareholders and existing shareholders of Galaxy
Digital Inc. are
             expected to hold immediately following the closing of the merger;
and
             Disclose whether Galaxy Digital Inc. is expected to be a
controlled company
             immediately following the closing of the merger. If so, disclose
the controlling
             shareholder, the percentage of capital stock and aggregate voting
power held by such
             shareholder and state whether the company plans to rely on Nasdaq
listing standards
             for a "controlled company."
 Michael Novogratz
Galaxy Digital Inc.
February 11, 2022
Page 21

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Mark Brunhofer at 202-551-3638 or Sharon Blume at
202-551-3474 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at
202-551-3758 with any
other questions.



                                                           Sincerely,
FirstName LastNameMichael Novogratz
                                                           Division of
Corporation Finance
Comapany NameGalaxy Digital Inc.
                                                           Office of Finance
February 11, 2022 Page 21
cc:       Joseph A. Hall
FirstName LastName