United States securities and exchange commission logo





                               May 12, 2023

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

                                                        Re: Galaxy Digital Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed February 9,
2023
                                                            File No. 333-262378

       Dear Michael Novogratz:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 11, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4

       General

   1.                                                   Please revise your
prospectus summary to specifically address the risks and potential
                                                        consequences to your
business, financial condition and results of operations that you
                                                        describe in the risk
factor on page 52 regarding transactions with digital assets that are
                                                        securities.
   2.                                                   We note your disclosure
in the "Securities Regulation Generally" section in which you
                                                        describe your process
and procedures for determining the federal securities law status of
                                                        digital assets. Please
revise to discuss how often you update or reconsider your analysis
                                                        of each digital asset
with which you transact, whether in connection with your policies and
                                                        procedures or in
response to judicial or regulatory developments, including a discussion of
 Michael Novogratz
Galaxy Digital Inc.
May 12, 2023
Page 2
       whether and to what extent any of your determinations have changed over
time.
3.     We note your disclosure in the first risk factor on page 78, and under
the Government
       Regulation discussion on page 237, that Galaxy Bahamas Ltd., which will
serve as
       extensions of your trading business under Galaxy Trading ("GT") and your
custody and
       money services operation under GalaxyOne Prime LLC ("GPL"), will also
offer market
       making and staking services. We further note your disclosure on page 24
that you are
       acquiring the assets of GK8, an institutional digital asset self-custody
platform, and that
       GK8's website markets its staking services as letting customers earn
interest on digital
       assets by using them to securely validate blockchain transactions.
Please expand your
       disclosure to describe your current and planned activities with respect
to staking in greater
       detail. Without limitation, your disclosure should address program
features, whose crypto
       assets are being staked and who is eligible to participate.
Additionally, please provide us
       with your analysis as to how your staking program is, and will be,
executed in compliance
       with the federal securities laws and provide related risk factor
disclosure.
4.     As part of your response to prior comment 1, you state the following:

       "Trading. In this business line, the Company, through its subsidiaries,
primarily provides
       spot, derivative and financing liquidity to institutional clients,
counterparties and venues
       that transact in cryptocurrencies and other digital assets. Although the
Company does
       transact in the trading business line in certain digital assets that
could potentially be
       considered investment securities under the Investment Company Act, this
business line is
       not primarily engaged in investment company activity."

       Please explain further how GD LP does not meet the definition of an
investment company
       under section 3(a)(1)(A) of the Investment Company Act, particularly as
it is engaged in
       the business of trading assets that are potentially securities.
5.     Please describe the ownership interest of the Company and its affiliates
in the funds and
       other investment vehicles managed by the Asset Management Entities.
6.     You define Primary Company Business as "the business of providing
technology-driven
       diversified financial services, focused on digital asset trading
(including market
       intermediary services for digital asset lending and borrowing), digital
asset mining
       operations, asset management and investment banking   " Given that the
Company is
       "focused on digital asset trading," and is treating digital assets other
than BTC or ETH as
       securities, please provide additional support for your conclusion that
the historical
       development and public representations of the Company weigh in favor of
the Company
       not falling within the investment company definition under section
3(a)(1)(A).
7.        As part of your response to prior comment 1, you state that Galaxy
Digital Holdings Ltd.
FirstName      LastNameMichael
          ("GDHL")                Novogratz
                      was established  with the intention of forming a
full-service, institutional
          merchant  banking  business
Comapany NameGalaxy Digital Inc.       in the cryptocurrency and blockchain
space. Please explain
          how this is consistent with the Primary Company Business, which
includes activities that
May 12, 2023 Page 2
FirstName generally
          LastName  are not associated with merchant banking. Please reconcile
that difference.
 Michael Novogratz
FirstName  LastNameMichael Novogratz
Galaxy Digital Inc.
Comapany
May        NameGalaxy Digital Inc.
     12, 2023
May 12,
Page 3 2023 Page 3
FirstName LastName
8.       Please explain whether the two digital trading firms that GDHL
acquired in 2020 and
         2021 are involved in trading securities.
9.       Please provide the unconsolidated financial statements that formed the
basis for your
         calculation of assets for purposes of Section 3(a)(1)(C) of the
Investment Company Act.
         Please provide such information as of a more recent date than December
31, 2022.
10.      As part of your response to prior comment 1, you state the following:

         "In terms of the income factor, for the four fiscal quarters ended
December 31, 2021, the
         Company   s net income derived from its trading business line
constituted
         approximately $985.3 million or 57% of its total net income, and net
income from its
         principal investments constituted $954.9 million or 56% of its total
net income for the
         same period." (Emphasis added).

         Please describe what is included in the income calculation for the
trading business line.
         For example, does this consist mostly of transaction fees, spreads, or
from the disposition
         of assets?
11.      As part of your response to prior comment 1, you state that the
Company's net income
         from the principal investments business line represented 74%, 28%, and
56% of its total
         net income for the fiscal years 2019, 2020, and 2021, respectively.
Please provide gross
         income figures for each period, and gross and net income figures for
fiscal year 2022.
12.      Please explain how Galaxy Digital LLC ("GD LLC") identifies interested
Eligible
         Contract Participants willing to engage in financial transactions.
13.      In your response letter, please expand on the information provided in
Annex I to provide
         details about the loans that GD LLC has entered into, including the
number of loans and
         their USD value, during 2021 and since February 2022.
14.      Footnote 25 of your response letter dated April 18, 2022 states that
"GD LLC   s inventory
         of digital assets consists primarily of USD Coin, Solana, Bitcoin,
Cardano and Ethereum.
         GD LLC's remaining assets are a mix of other assets, including its
interests in various
         majority-owned subsidiaries." Please tell us what percentage of GD
LLC's total assets is
         comprised of "remaining assets," and what are those assets?
Additionally, tell us how
         much of GD LLC's gross income is derived from these "remaining
assets?"
15.      As part of your response to prior comment 1, you note the following:

         "In addition, income generated by GD LLC   s Digital Asset Loan
business constituted the
         majority of GD LLC   s total unconsolidated gross income for the last
four fiscal quarters
         combined, thus satisfying the requirement under Section 3(c)(2) that
its 'gross income
         normally [be] derived principally from such business and related
activities.'"

         Please provide a gross income breakdown of GD LLC for each of the last
four quarters,
         including specification of different types of income sources.
 Michael Novogratz
Galaxy Digital Inc.
May 12, 2023
Page 4
16.      Please provide separate investment company status analyses for Galaxy
Digital Principal
         Investments and all subsidiaries that fall within this business line.
17.      Please confirm supplementally that the amended registration statement
incorporates the
         disclosure set forth in response to our prior comment 3.
18.      We note your definition of "stablecoin" in your glossary on page 317
and discussion of
         stablecoins in your Prospectus Summary, Risk Factors, MD&A and
Information About
         Galaxy. Please revise your definition and related disclosures to
clarify which stablecoins
         are collateralized or backed by reserves and discuss how such reserves
are held. Also
         discuss a stablecoin holders    rights to such collateral in the event
of the bankruptcy or
         insolvency of the issuer or in the event the value of the stablecoin
becomes unpegged to
         the value of the underlying currency or commodity. Additionally,
balance your disclosure
         by discussing the relative stability stablecoins offer in light of
recent events in the markets
         for stablecoins. Further, update the current value of circulating U.S.
dollar stablecoins on
         page 20 as of the latest most practicable date, or advise.
19.      Please revise where appropriate to discuss any material impacts of the
domestication on
         you current business relationships. As a non-exclusive example,
clarify whether the
         domestication will have a material effect on your ability to transact
with any persons or
         entities outside the U.S., including offshore crypto platforms.
A Letter from Michael Novogratz, our Founder and Chief Executive Officer, page
v

20.      We note your response to prior comment 24. Please expand to provide
support for your
         statement in the second to last paragraph on page vi that, "the
entrance of institutions and
         human capital into the space continues unabated."
Our Products and Services, page 16

21.    We note the revisions you made on pages 17 and 18 in response to prior
comment 25.
       Please expand to address the following:
           Identify the specific third party custodians and trading platforms
where GPL's and
           GPL customers' digital assets are held;
           Disclose who holds the private key to the custodial wallets where
GPL customers'
           digital assets are held;
           Disaggregate the amount of GPL's and GPL customers' digital assets
held in omnibus
           accounts and those held in custodial wallets; and
           Discuss the implications, if any, for GPL customers' digital assets
held in omnibus
FirstName LastNameMichael      Novogratz
           accounts versus those    held in custodial wallets in the event of a
bankruptcy or other
Comapany claim
           NameGalaxy
                  upon theDigital
                            assets Inc.
                                    by creditors of yours. Consider specific
risk factor disclosure
           as applicable.
May 12, 2023  Page 4
FirstName LastName
 Michael Novogratz
FirstName  LastNameMichael Novogratz
Galaxy Digital Inc.
Comapany
May        NameGalaxy Digital Inc.
     12, 2023
May 12,
Page 5 2023 Page 5
FirstName LastName
Our Opportunity
Asset Prices, Investment Trends, and Adoption Milestones Point to Strong
Secular Tailwinds,
page 25

22.      Please update the trailing five-year compounded annual growth rate in
Bitcoin and
         blockchain investment as of the latest most practicable date.
Government Regulation, page 28

23.      We note your disclosure at the top of page 29 that "[a] key question
that we face in
         virtually all of our business lines is whether the digital assets we
transact in are 'securities'
         under the federal securities laws. As a general matter, any
transaction in securities,
         including purchases and sales for principal investment, would be
subject to the SEC   s
         anti-fraud and anti-manipulation authority under the U.S. Securities
Act and the Exchange
         Act. In addition, offers and sales of securities may require
registration under the
         Securities Act or, alternatively, compliance with various rules and
regulations for
         exemptions from registration." Please also note that Galaxy   s
involvement in such a
         transaction could have additional adverse regulatory consequences, as
described on pages
         52-53.
24.      We note your disclosure in the first full bullet on page 29 that
"Galaxy Digital Partners
         LLC is registered as a broker-dealer in 53 U.S. states and
territories." Please revise to also
         note that Galaxy Digital Partners LLC is registered as a broker-dealer
with the
         Commission and is a member of FINRA. This paragraph also provides that
"we are
         subject to regulation, examination, investigation, and disciplinary
action by the SEC,
         FINRA, and state securities regulators, as well as other governmental
authorities and self-
         regulatory organizations with which they are registered or licensed or
of which they are a
         member" (emphasis added). Is "they" intended to refer to Galaxy
Digital Partners LLC?
         Please clarify or revise.
25.      We note your disclosure in the second to last bullet on page 29 and on
page 232 that
         "GDH LP may apply for a New York BitLicense in order to effect aspects
of its trading
         business." Please tell us whether this refers to GDH LP or one of its
subsidiaries. Please
         also revise to clarify whether any Galaxy entity currently has a
BitLicense.
Risk Factors, page 47

26.      To the extent material, describe any gaps your board or management
have identified with
         respect to risk management processes and policies in light of current
crypto asset market
         conditions as well as any changes they have made to address those
gaps.
 Michael Novogratz
FirstName  LastNameMichael Novogratz
Galaxy Digital Inc.
Comapany
May        NameGalaxy Digital Inc.
     12, 2023
May 12,
Page 6 2023 Page 6
FirstName LastName
Risks Related to Our Operations
A determination that a digital asset is a "security", or that an activity in
which we engage
involves a "security" transaction..., page 52

27.      We note your disclosure in the second bullet that "[a] person that
facilitates clearing and
         settlement of securities may be subject to registration with the SEC
as a clearing agency."
         Please revise to add "or that acts as a securities depository" after
"facilitates clearing and
         settlement of securities."
Our process for analyzing whether or not a particular digital asset is a
security for purposes of
the federal securities laws..., page 53

28.      We note your response to prior comment 10. Please expand your risk
factor to discuss
         who within your company makes the determination as to whether a
particular digital asset
         that you transact in or develop is a security under the federal
securities laws, how that
         determination is made, the factors you examine, and what standard(s)
is applied in making
         the determination. Additionally, discuss the risks inherent to your
particular decision-
         making framework and procedures here. Further, disclose whether all
digital assets you
         transact in have been re-examined under your current procedures or
whether procedures
         you implement are prospective only, and discuss related risks as
applicable.
DeFi protocols and digital assets used in DeFi protocols pose heightened
regulatory concerns...,
page 86

29.      Please revise this risk factor to address the possibility that DeFi
activities may, in
         themselves, implicate federal securities laws.
Risks Related to Regulation, Information Systems and Privacy Matters
The financial services industry is subject to government regulation in the
United States..., page
91

30.      We note your disclosure regarding your policies related to
know-your-customer, anti-
         money laundering, and safeguarding of your and your customers' crypto
assets. Please
         revise here to describe any material risks to your business and
financial condition if your
         policies and procedures surrounding the safeguarding of crypto assets,
conflicts of
         interest, or comingling of assets are not effective. In addition,
where appropriate, for each
         of your business lines, provide a discussion of the applicability of
those policies and
         discuss how they are implemented.
31.      We note your disclosure in the third paragraph of this risk factor
that your "subsidiary
         Galaxy DBL LLC is a commodity pool operator registered with the CFTC
and is a
         member of the National Futures Association (the 'NFA')." Please revise
to also note that
         Galaxy DBL LLC is registered as a commodity trading advisor, as
indicated on page 231,
         or advise.
 Michael Novogratz
FirstName  LastNameMichael Novogratz
Galaxy Digital Inc.
Comapany
May        NameGalaxy Digital Inc.
     12, 2023
May 12,
Page 7 2023 Page 7
FirstName LastName
Our businesses may require regulatory licenses and qualifications that we do
not currently
have..., page 95

32.      We note your disclosure in the last paragraph of this risk factor that
"[f]uture expansions
         or material changes to Galaxy Digital Partners LLC   s CMA will
require additional
         approvals that may be difficult to obtain." Please change "CMA" to
"business," since we
         understand that the referenced CMA has already been approved.
Particular digital assets or transactions therein could be deemed "commodity
interests"..., page
97

33.      We note your disclosure in the third paragraph of this risk factor
that "we are subject to
         potential regulatory risk arising out of any failure to accurately
report swap transactions to
         registered swap data repositories where we are the reporting party for
such transactions."
         Please also refer to "security-based swap transactions" and
"registered security-based
         swap data repositories" in this sentence.
34.      Please revise this risk factor to provide a more complete discussion
of security-based
         swaps and the risks faced by the company in that regard.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financial Highlights, page 159

35.      Please revise your disclosure of your Exchangeable Notes on page 160
to either properly
         disclose the $496.5 million aggregate principal outstanding on
September 30, 2022 as
         disclosed on page F-13 or identify the $425.6 million amount disclosed
here as being the
         carrying amount.
Recent Industry Trends, page 161

36.      To the extent material, revise here and in risk factors to discuss
whether recent
         bankruptcies in the industry have impacted or may impact your
business, financial
         condition, customers, and counterparties, either directly or
indirectly. Clarify whether you
         have material assets that may not be recovered due to the bankruptcies
or may otherwise
         be lost or misappropriated.
Critical Accounting Policies and Estimates, page 168

37.      We note that your critical accounting estimates disclosures are
essentially word-for-word
         duplicates of your accounting policies in your annual financial
statements. Please revise
         your disclosures to provide qualitative and quantitative information
necessary to
         understand the estimation uncertainty and the impact the critical
accounting estimate has
         had or is reasonably likely to have on your financial condition or
results of operations.
         Disclose why each critical accounting estimate is subject to
uncertainty and, to the extent
         the information is material and reasonably available, how much each
estimate and/or
         assumption has changed over a relevant period, and the sensitivity of
the reported amount
 Michael Novogratz
Galaxy Digital Inc.
May 12, 2023
Page 8
         to the methods, assumptions and estimates underlying its calculation.
See Item 303(b)(3)
         of Regulation S-K and Instruction 3 to Item 303(b).
Results of Operations
Nine Months Ended September 30, 2022 Compared to Nine Months Ended September
30, 2021
Operating Expenses, page 174

38.      Please revise your disclosure to discuss your mining related
impairment loss. Include
         discussion of both the mining equipment impairment and the prepaid
mining expenses
         impairment, including discussion of the nature of the prepaid mining
expenses and why
         they were impaired.
Credit and Counterparty Risk, page 182

39.      Please revise to quantify as of a recent date the total amount of
collateral posted at the
         digital asset trading platforms identified in this section, and the
amount for any specific
         platform that would be material on an individual basis.
Unaudited Pro Forma Condensed Combined Financial Statements, page 184

40.    We acknowledge your response to prior comment 43. As Galaxy Digital
Holdings
       Limited is a part of your reorganization transactions and it is apparent
that Michael
       Novogratz does not control Galaxy Digital Holdings Limited, please tell
us how you will
       account for the acquisition of Galaxy Digital Holdings Limited by Galaxy
Digital
       Holdings LP. In your response, provide us the following, and reference
the authoritative
       literature you rely upon to support your positions:
           Tell us why your pro forma financial statements do not present a
separate column for
            the historical financial statements of Galaxy Digital Holdings
Limited and reflect the
            necessary adjustments for its acquisition by Galaxy Digital
Holdings LP.
           As the IFRS financial statements of Galaxy Digital Holdings Ltd.
provided on your
            website at both September 30, 2022 and December 31, 2021 appear to
have balances
            and activity other than its equity method investment in Galaxy
Digital Holdings LP,
            tell us why separate GAAP financial statements are not required in
this filing as an
            accounting acquiree notwithstanding your disclosure on page ii that
Galaxy Digital
            Holdings Ltd is not a predecessor to Galaxy Digital, Inc.
           Tell us your accounting for each of the assets, liabilities and
equity on the September
            30, 2022 statement of financial position of Galaxy Digital Holdings
Ltd. and how
            they are reflected in your pro forma financial statements.
           If true, clarify for us why the assets and liabilities on the
September 30, 2022
            statement of financial position of Galaxy Digital Holdings Ltd. are
not stepped up
FirstName LastNameMichael
            and no goodwill is Novogratz
                                reflected related to the fair value of the
effective consideration
Comapany paid
            NameGalaxy     Digital
                  by Galaxy DigitalInc.
                                      Holdings LP for the acquisition of Galaxy
Digital Holdings
            Ltd.
May 12, 2023 Page 8
FirstName LastName
 Michael Novogratz
FirstName  LastNameMichael Novogratz
Galaxy Digital Inc.
Comapany
May        NameGalaxy Digital Inc.
     12, 2023
May 12,
Page 9 2023 Page 9
FirstName LastName
41.      Although you indicate in your response to prior comment 43 that you
revised your
         disclosure on page 191 to indicate that the Reorganization and
Reorganization Merger was
         accounted for as a reverse acquisition with no step-up in basis of the
assets and liabilities
         of Galaxy Digital Holdings LP, you continue to refer to a transaction
between entities
         under common control or common ownership in the fifth paragraph on
page 184. Please
         revise your disclosure to remove this inconsistency.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 191

42.      In adjustment 2(e) you indicate that after the Reorganization and
Reorganization Merger
         transactions the embedded derivative associated with the conversion
feature of your
         Exchangeable Notes meets the clearly and closely related criterion and
is no longer
         bifurcated. Please tell us how an equity-related embedded conversion
feature can be
         clearly and closely related to a debt host or otherwise tell us why
continued bifurcation of
         the embedded conversion feature is no longer warranted. To the extent
that after the pro
         forma transactions the embedded derivative meets a derivative scope
exception, revise
         your disclosure to clarify. Reference for us the authoritative
literature you rely upon to
         support your anticipated accounting.
43.      Assuming you can substantiate reclassification of the embedded
derivative associated with
         your Exchangeable Notes to equity upon the Reorganization and
Reorganization Merger
         transactions in the preceding comment, please revise your pro forma
financial statements
         as follows:
             Revise pro forma statement of financial position adjustment 2(e)
to limit the
              adjustment to the reclassification of the $2,310,000 embedded
derivative liability at
              September 30, 2022 as disclosed on page F-13 to additional
paid-in capital.
              Otherwise tell us why it is appropriate to remove the balance of
the unamortized debt
              discount associated with the initial recognition of the embedded
derivative when the
              pro forma transactions do not change the initial accounting.
Reference for us the
              authoritative literature relied upon to support your accounting.
             Revise your pro forma statements of operations to remove the
unrealized gains on the
              embedded derivative on the Exchangeable Notes as the pro forma
statements of
              operations assume that the pro forma transactions occurred on
January 1, 2021. As a
              result, there would be no embedded derivative on January 1, 2021
and no gains or
              losses associated with the change in fair value of the embedded
derivative.
44.      We acknowledge your response to prior comments 47 and 50 and your
disclosure
         associated with adjustment 3(a). Please revise adjustment 3(a) to
separately present the
         impact of recording pro forma income tax provisions at the statutory
rate and the impact
         of the Tax Receivable Agreement.
 Michael Novogratz
FirstName  LastNameMichael Novogratz
Galaxy Digital Inc.
Comapany
May        NameGalaxy Digital Inc.
     12, 2023
May 12,
Page 10 2023 Page 10
FirstName LastName
Information About Galaxy
Our Company, page 195

45.      If material to an understanding of your business, describe any
policies and procedures that
         are in place to prevent self-dealing and other potential conflicts of
interest. Describe any
         policies and procedures you have regarding the commingling of assets,
including
         customer assets, your assets, and those of affiliates or others.
Identify what material
         changes, if any, have been made to your processes in light of the
current crypto asset
         market disruption.
Trading, page 195

46.      Disclose whether you have experienced excessive redemptions or
withdrawals, or have
         suspended redemptions or withdrawals, of crypto assets and explain the
potential effects
         on your financial condition and liquidity.
Mining, page 204

47.      We note your response to prior comment 53 that you are reassessing
your energy sources
         and sustainable energy mix in light of the Helios acquisition and
associated increased
         mining capacity. Please expand your disclosure to discuss the
historical energy
         consumption, average cost of electricity, and mix of energy sources,
including clean
         energy sources for both you and Helios. Additionally, discuss the
current energy
         infrastructure that serves or will serve your proprietary mining
facilities, including the
         total capacity relative to your current and projected needs and the
sources of such
         capacity. To the extent such information is not known or available, so
state.
48.      We note your disclosure that you will have a low-cost basis for mining
Bitcoin. Please
         revise your disclosure to provide your breakeven analysis of the cost
of inputs to mine one
         Bitcoin with the price of Bitcoin as of the most recent practicable
date. In addition, with
         regards to your Bitcoin mining operations, revise to discuss any known
trends related to
         those operations, including the cost of electricity, miner efficiency,
profitability, and any
         other material indicators of performance.
Principal Investments, page 205

49.      We note the revisions you made on page 206 in response to prior
comment 54 reflecting
         that Galaxy directly or indirectly held a total investment of
approximately 16.15% in
         Candy Digital as of September 30, 2022. We further note your response
that Galaxy
         increased its direct investment in Candy Digital in January 2023 and,
as of that date,
         Galaxy directly held 32.9% of voting securities in addition to the
4.2% of voting securities
         indirectly held through Galaxy Interactive. Please revise to disclose
the aggregate
         percentage ownership Galaxy holds in Candy Digital, by virtue of
securities it holds either
         directly or indirectly, as of the latest most practicable date.
Additionally, please
         discuss Galaxy's ability to control Candy Digital.
 Michael Novogratz
FirstName  LastNameMichael Novogratz
Galaxy Digital Inc.
Comapany
May        NameGalaxy Digital Inc.
     12, 2023
May 12,
Page 11 2023 Page 11
FirstName LastName
NFTs, page 209

50.      We acknowledge your response to prior comment 27. Please tell us your
expectations for
         the growth of your NFT holdings in the near term and whether it will
become a more
         substantial component of your statement of financial position relative
to those presented
         historically.
51.      We note your disclosure on page 210 that in October 2022 Galaxy
released an NFT
         project, The Explorer Collection, in collaboration with TIMEPieces,
consisting of 3,210
         unique "Explorers," which are derived from your logo and feature
generative artwork
         created by your artist partners. Please describe your products and
services with respect to
         NFTs under the section Our Products and Services, or advise.
Additionally, expand your
         disclosure related to your NFTs to describe, without limitation, how
the NFTs are created,
         the platform they are created on, how they are marketed, who they are
offered and sold to,
         and how they are sold or transferred.
The Cryptoeconomy
Tokenization
Stablecoins, page 209

52.      We acknowledge your response to prior comment 55, the revised
disclosure here and in
         your glossary definition on page 317, and the added risk factor
disclosure on pages 76 and
         77. Please address the following and, where we ask for revised
disclosure, consider
         revising in each of the three identified locations and elsewhere where
appropriate:
             In the first paragraph on page 209 you disclose that stablecoins
are designed to track
              the price of an underlying asset and identify an exchange-traded
commodity as an
              example of such an asset.
                 o  Please tell us what stablecoins you are referring to with
regards to tracking
                    exchange-traded commodities and tell us whether you hold or
transact in these
                    stablecoins.
                 o  If so, tell us your consideration for disclosing these
stablecoins. If not, revise
                    your disclosure to indicate that you do not transact in
these stablecoins.
             Please revise your disclosures indicating that stablecoins are
designed to "track" an
              underlying asset to provide some other descriptor of the intent.
In this regard,
              tracking by common definition has a connotation of following
something that has
              already happened or changed. Although fiat currencies may
fluctuate in value
              relative to other fiat currencies, a single fiat currency does
not fluctuate in terms of
              itself and therefore there appears to be nothing to "track."
             In the second paragraph on page 209, you disclose that a
stablecoin's issuer typically
              receives a deposit of fiat currency from a customer and that the
holder of a stablecoin
              can redeem the stablecoin from the issuer for underlying
collateral. Please revise
              your disclosure to remove discussion of deposits and collateral
as the issuers are not
              taking deposits and the assets they designate to support the
value of the stablecoin are
              not likely legal collateral or bankruptcy remote. Otherwise tell
us why your use of
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              the terms deposits and collateral are appropriate.
                In the second paragraph on page 209, you disclose that the
stability of a fiat-backed
              stablecoin results from the underlying assets backing the
stablecoins that are held in
              segregated accounts of the issuer. For the significant
stablecoins you own, please
              revise your discussion of stability to discuss the types of
segregated assets and the
              chain of counterparties holding those assets including, but not
limited to, banks and
              affiliates and the extent to which those assets are insured by a
government.
                In the penultimate sentence in the second paragraph on page 209
you indicate that the
              stablecoins identified in the preceding sentences are algorithmic
stablecoins.
              Although those sentences could describe multiple stablecoins,
they appear to describe
              Tether which we believe is not an algorithmic stablecoin. Please
revise your
              disclosure to clarify.
                In the first sentence of your stablecoins glossary definition
on page 317 you appear to
              imply that the U.S. dollar is an exchange-traded commodity.
Please revise your
              disclosure accordingly.
                In the second sentence of your stablecoins glossary definition
on page 317 you
              discuss a stablecoin's convertibility into other assets. We are
unaware of any
              conversion rights associated with stablecoins. If your intent is
to indicate that
              stablecoins may be sold or exchanged for other assets, please
revise your disclosure
              accordingly.
                Tell us whether you hold or transact in algorithmic
stablecoins. If so, revise your
              disclosures to discuss the design flaws and inherent risks in
these stablecoins
              consistent with your risk factor disclosure on page 77. If not,
tell us why this
              disclosure is relevant to investors.
                Please revise your risk factor disclosure to discuss recent
events including the
              significant drop in price of USD Coin and the underlying risks
that caused the drop in
              price.
Transacting on DeFi, page 212

53.      Please provide a more detailed discussion of the transactions or types
of transactions you
         currently conduct or intend to conduct as part of your DeFi
activities. As non-exclusive
         examples, discuss whether you participate in liquidity pools or "yield
farming," or if your
         customers are able to do so, and whether you have an interest in any
liquidity pools, such
         as through liquidity pool tokens.
Safeguarding Digital Assets, page 226

54.      We note your disclosure that you "utilize the Fireblocks platform to
maintain custody,
         transfer, and secure a material portion of our digital assets
associated with our trading
         businesses." Please revise to quantify the portion of the digital
assets associated with your
         trading business that Fireblocks manages and discuss the material
terms of your
         agreement with Fireblocks. Finally, file the agreement as an exhibit,
or tell us why it is
         not required.
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Government Regulation
CFTC Regulation, page 231

55.      Please revise to discuss the extent to which NFA Compliance Rule 2-51
("Requirements
         for Members and Associates Engaged in Activities Involving Digital
Asset
         Commodities") will apply to and have any impact on Galaxy DBL LLC or
other Galaxy
         entities, or advise.
Annex B   Proposed Charter
15. Forum, page B-13

56.      We note your response to prior comment 59 and the related revisions
you made on pages
         126 and 286. However, we also note that paragraph 15.2 of your
Proposed Charter (page
         B-13), and the related descriptions of this provision on pages 36 and
146 of your
         prospectus, are silent as to the application of the forum provision to
actions arising under
         the Exchange Act, and that you state on pages 35 and 142 that "in the
Reorganization
         Merger, the certificate of incorporation and bylaws of Pubco will be
amended and restated
         to be substantively identical to the Proposed Organizational
Documents." In light of this,
         we reissue the comment. Please disclose whether section 15.2 of your
Proposed Charter is
         intended to apply 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 Proposed
Charter 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.
Note 5: Digital Assets Loan Receivable and Digital Assets Borrowed
Digital Assets Loan Receivable, Net of Allowance, page F-12

57.      We note that you incurred a $10.1 million provision for credit losses
related to a loan with
         Three Arrows Capital during the nine months ended September 30, 2022
as disclosed here
         and on page 174, but it is unclear whether it is carried as an
allowance at September 30,
         2022 or actually provided for and written-off during the period.
Please address the
         following:
             Revise your disclosure to clarify whether or not you have
allowances recorded at
              each period end and discuss any activity in the allowance.
             Tell us and revise your disclosure to explain why the provision
was needed given
              your collateral requirements and apparent over-collateralization.
In your response,
              separately tell us:
                o  The amount of the loan in terms of the type and amount of
digital assets;
                o  The fair value of those digital assets on the date of the
loan;
                o  The fair value of those digital assets on the date of the
loss;
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                 o   The collateral terms called for in the contract, including
when you were entitled
                     to request additional collateral from the borrower;
                 o   The value of any collateral ultimately realized; and
                 o   Any other factors driving the need for the provision for
credit losses.

Notes to Condensed Consolidated Interim Financial Statements
Note 4: Digital Assets
Significant Digital Asset Holdings, page F-12

58.      From your response to prior comment 72, you concluded that USD Coin is
a digital
         financial asset. Please tell us why your disclosed holdings of this
single digital financial
         asset at September 20, 2022 of $194,055,000 is greater than the
$191,292,000 total of
         digital financial assets presented on your statement of financial
condition.
59.      Please tell us the holdings of each of the four additional digital
financial assets identified
         in your response to prior comment 72 (i.e., Pax Dollar, Gemini Dollar,
Binance USD and
         Huobi USD) or any other additional digital financial assets at each of
December 31, 2022
         and 2021 and September 30, 2022. Tell us how you use these additional
digital financial
         assets and your assessment as to whether your use and holdings of
these or new digital
         financial assets will increase substantially in the near term.
Note 15: Commitments and Contingencies
Litigation, page F-24

60.      Please tell us your consideration for separately disclosing your
litigation with BitGo
         Holdings, Inc.
Note 24: Subsequent Events, page F-39

61.      You disclose in the last paragraph that after September 30, 2022 you
deconsolidated your
         sponsored investment funds as a result of a reduction of ownership
percentages or
         amendments to the underlying partnership agreements. As it appears
from disclosure in
         Notes 16 to your interim and annual financial statements that you
consolidate these
         entities as the primary beneficiaries of these variable interest
entities, please tell us why a
         reduction of ownership percentages is relevant in the determination to
deconsolidate. If
         deconsolidation is solely dependent on changes to the underlying
partnership agreements,
         revise your disclosure to remove reference to ownership percentage
changes. Also,
         separately tell us what amendments were made to the partnership
agreements and explain
         why they result in deconsolidation. Reference for us the authoritative
literature you rely
         upon to support your accounting.
Consolidated Statements of Cash Flows, page F-49

62.      We acknowledge your response to prior comment 67. As all impairment
charges for
         digital assets are noncash charges, please tell us why your revised
presentation does not
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         depict all such impairment charges as an adjustment to net income. In
your response,
         specifically tell us where/how the $2,291,813,000 difference between
the $9,295,551,000
         impairment charge on your statement of operations for 2021 and the
$7,003,738,000
         amount presented on your statement of cash flows is presented in your
statement of cash
         flows.
63.      We acknowledge your response to prior comment 69. We do not believe
your statement
         that "cash flows from operating activities are generally the cash
effects of transaction and
         other events that enter into the determination of net income" provides
sufficient basis to
         support the determination of whether such cash flows are operating or
investing cash
         flows. Further, it appears your reference to ASC 230-10-45-22 relates
to a single sentence
         in this paragraph taken out of context. Please provide us a
comprehensive accounting
         analysis with specific citation to authoritative literature that
supports your classification
         within operating activities and your determination that cash outflows
for the acquisition of
         digital assets and cash inflows from the sale of digital assets are
not investing activities.
64.      We are unable to locate the accounting analysis citing authoritative
literature supporting
         your cash flow classification that we requested in prior comment 70
and therefore we
         reissue that request. To the extent you continue to believe ASC
230-10-45-20 applies,
         your analysis should comprehensively explain why. For example, ASC 230
includes that
         paragraph under the subheading Acquisitions and Sales of Certain
Securities and Loans
         and also references a trading account, for which incremental guidance
is provided,
         however your response provides no analysis supporting the
applicability of this guidance
         to your facts and circumstances.
65.      As a follow-up to the preceding comment, we note your disclosure in
the risk factor at the
         bottom of page 80 that you typically effect short sales of digital
assets through borrowing
         the sold digital asset from a third party. Please more fully describe
the various ways in
         which you sell digital assets short and the steps involved and provide
a comprehensive
         accounting analysis with citation to authoritative literature for your
accounting for short
         sales. Also, tell us the following:
             Whether you account for the sale portion of a short sale
differently from any other
              sale on your platform or the borrowing portion of the short sale
differently from your
              other digital asset borrowings.
             Why you apparently only have a liability for digital assets sold
short at December 31,
              2020 as disclosed in the table at the bottom of page F-79 and an
embedded derivative
              associated with digital assets sold short as disclosed in the
table at the top of page F-
              77.
             Why there do not appear to be similar accounts on your statements
of financial
              position at December 30, 2021 or September 30, 2022.
             Why the embedded derivative asset of $7,298,000 at December 31,
2020 is greater
              than the $5,278,000 liability at that date.
             How you determined the absolute notional for the embedded
derivative - digital
              assets sold short, of $14,153,000 as of December 31, 2020.
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                Why the embedded derivatives - digital assets sold short fair
value of $7,298,000 at
              December 31, 2020 is not included in the fair value measurement
table in Note 9 on
              page F-78.
Digital Asset Sales, page F-55

66.      We acknowledge your response to prior comment 71. Please provide us a
comprehensive
         accounting analysis supporting recognition of digital intangible asset
sales revenues and
         related cost of sales on the trade date that encompasses all prior
related responses and
         references the authoritative literature you rely upon to support your
accounting. In your
         response ensure you address the following:
             Regarding ASC 606 sale accounting:
                o  Describe the settlement timeline and the parties involved,
identifying for each
                   step in the timeline whether the step occurs on- or
off-blockchain and explaining
                   what causes settlement to take up to a few weeks in light of
your assertion that
                   the settlement process is well-established and does not
require significant effort
                   by either party to complete. Also, provide us data
indicating the time periods in
                   which your transactions actually settled (e.g., on the same
day, the next day,
                   within several days, within several weeks) and whether any
transactions have
                   failed to settle and, if so, the reasons why and how many.
                o  Clarify what you mean by the statement that your
counterparty cannot withdraw
                   the assets off your platform until settlement and how this
does not preclude the
                   transfer of control to your customer and thus completion of
your performance
                   obligation.
                o  If your customer cannot withdraw the assets off your
platform, tell us your
                   consideration as to whether you have actually loaned the
related digital
                   intangible asset to your customer until the settlement date.
             Regarding derivative accounting between order acceptance and
settlement:
                o  Support your assertion that no exceptions to derivative
accounting exist by
                   specifically telling us your consideration of each of the
derivative scope
                   exceptions in ASC 815-10-15-13.
                o  If it is appropriate to record digital asset sales revenue
on the trade date, tell us
                   whether you derecognize the related digital asset as a cost
of revenue and, if so,
                   tell us why it is appropriate to:
                          Record a derivative if the associated digital asset
is derecognized; and
                          Classify any such derivative with digital intangible
assets on your
                          statements of financial position if the associated
asset is derecognized.
                o  Clarify for us and consider the need to revise financial
statement disclosure to
                   describe the situations when you have recorded a derivative
versus those when
                   you have not.
                o  Your response discusses sales of digital assets for cash.
Expand your
                   accounting analysis to address sales of digital asset for
another digital asset,
                   including your evaluation of whether there is another
embedded derivative.
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Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies
Revenue Recognition, page F-55

67.      We acknowledge your response to prior comment 62 and your disclosures
on pages F-10
         and F-73 that the amount of staking rewards received are not material
in any of the
         periods presented. Please revise your disclosure to clarify where
these rewards are
         recorded in your statements of operations and in what segment(s). To
the extent you
         record staking rewards received in return for providing validation
services for customers
         in the same line item as staking rewards earned on your own staked
digital assets,
         separately tell us why the same classification is warranted and
reference for us the
         authoritative literature you rely upon to support your accounting.
Finally, we note that the
         location of your staking income on your staked assets indicated in the
fourth paragraph on
         page 43 of your unredacted response is not a separate line item on
your statements of
         operations. Please clarify.
Digital Assets, page F-56

68.      We acknowledge your response to prior comment 63. Please tell us why
it is appropriate
         to classify all your digital intangible assets and digital financial
assets as current assets.
         Reference for us the authoritative literature you rely upon to support
your classification.
69.      Please tell us and revise your accounting policy statement to clarify
whether you
         recognize impairment of digital intangible assets whenever fair value
of a digital asset is
         below its carrying value. In this regard, we note that your disclosure
on pages F-11 and F-
         73, which references impairment at the "time of measurement," appears
to be inconsistent
         with the requirement in ASC 350-30-35-19, as well as your risk factor
disclosure on page
         119 and digital asset price risk disclosure on page 181 that state
that an impairment exists
         if at any time the carrying value exceeds the lowest price quoted on
an active digital asset
         trading platform. In addition, revise your disclosure on pages F-11
and F-73 regarding
         "time of measurement" accordingly.
70.      Please tell us why you believe it is appropriate to classify digital
asset impairment as a
         cost of revenue. Reference for us any authoritative literature relied
upon to support your
         position.
71.      We acknowledge your response to prior comment 74. It is unclear why
you analogize to
         inventory accounting when there appears to be directly applicable
literature in ASC 610-
         20. Further, we note your response makes an assertion of compliance
with ASC 610-20-
         32-2 without explaining how separate FIFO pools achieves such
compliance. Please
         provide us a comprehensive accounting analysis specifying how your use
of separate
         FIFO pools complies with the ASC 610-20-32-2 requirement to evaluate
whether you
         meet the criteria to derecognize a distinct nonfinancial asset and, if
so, recognize a gain or
         loss for the difference between the amount of consideration measured
and allocated to that
         distinct asset in accordance with ASC 610-20-32-3 through 32-6 and the
carrying amount
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         of the distinct asset. In your response, clarify whether there are
multiple legal entities that
         hold digital intangible assets in your FIFO pool not for
high-frequency trading. If so,
         clarify how, for example, the disposal of a specific digital
intangible asset by subsidiary A
         has a distinct cost for that entity if the oldest unit cost for the
FIFO pool comes from a
         purchase by subsidiary B.
72.      We acknowledge your response to prior comment 62. Please tell us your
expectations for
         the growth of your staking activities in the near term and whether it
will become a more
         substantial component of your operations relative to those presented
historically.
Mining Revenue, page F-56

73.      We are continuing to evaluate your response to prior comment 64 and
may have further
         comments. In the interim, please tell us your expectations for the
growth of your mining
         business in the near term and whether it will become a more
substantial component of
         your operations relative to those presented historically. In your
response:
             Provide us a breakdown of your historical mining revenues for each
period presented
             in your filing between mining pool participation rewards and
transaction fees, mining
             equipment leasing, and any other mining consulting services;
             Tell us the mining rewards and transaction fees revenues
recognized by Helios in
             2022;
             Clarify how much of your near term expectations for mining rewards
and transaction
             fees are due to the increased mining capacity provided by Helios;
and
             Tell us whether your expectations are based on current levels of
digital asset prices or
             whether they contemplate significant future increases in such
prices.
Digital Assets Loan Receivable, page F-57

74.      Although you disclose that you lend both digital financial assets and
digital intangible
         assets in the second paragraph of this policy note, it is unclear
whether your stated
         accounting applies to both types of digital assets. If the same
accounting applies, revise
         your accounting policy disclosure to clarify. If it does not, provide
us an accounting
         analysis supporting the differences in accounting for each type.
75.      On page 33 of your response to prior comment 76 you indicate that
additional fees may be
         collected on your digital asset loans in the form of upfront fees
and/or origination fees.
         Please revise your accounting policy disclosure to indicate how you
account for these
         fees. For your Open Ended Loans, provide your supporting accounting
analysis with
         reference to the authoritative literature you rely upon. This comment
also applies to your
         digital assets borrowed policy on page F-58 as it appears from your
response that you may
         also pay upfront fees and/or origination fees on digital assets
borrowed.
76.      We acknowledge the collateral portion of your response to prior
comment 76. Please
         provide us a complete accounting analysis with citations to the
authoritative literature
         supporting your accounting for collateral received in lending
transactions, including when
         you would need a SAB 121 safeguarding liability and corresponding
safeguarding asset.
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          As part of your analysis, help us understand in situations where
collateral can be
         rehypothecated how your analysis differs from your accounting for
digital asset borrowing
         agreements, and if so, explain why.
Digital Assets Borrowed, page F-58

77.      We acknowledge the borrowing portion of your response to prior comment
76. As
         Question 26 of the AICPA Digital Assets Working Group Practice Aid is
non-
         authoritative, please provide us a complete analysis with citation to
the authoritative
         literature you rely upon to support your accounting for digital assets
borrowed. In your
         response, specifically explain why you believe an embedded derivative
exists and provide
         an illustrative example of how it is measured.
78.      We acknowledge the collateral portion of your response to prior
comment 76. Please
         provide us a complete accounting analysis with citations to the
authoritative literature
         supporting your accounting for collateral pledged or posted in
borrowing transactions. As
         part of your analysis, help us understand the difference between
pledging and posting and
         whether your accounting differs and, if so, explain why. Finally,
explain whether your
         analysis differs from your accounting for digital asset lending
agreements (including
         whether ASC 326 applies) and, if so, explain why.
79.      We acknowledge your responses to prior comments 44 and 76. Please
address the
         following:
             Tell us why it is appropriate to classify changes in fair value of
the embedded
              derivative associated with the obligation to return borrowed
digital assets and any
              gain or loss on the return of those digital assets as a component
of revenue. Also tell
              us why it is appropriate to classify changes in fair value of
digital assets that you post
              as collateral for digital assets borrowed that can be
rehypothecated by the lender and
              any gain or loss on the posting of that collateral as a component
of revenue. In your
              response, explain your consideration as to whether these gains or
losses and fair value
              movements are a component of your borrowing costs and reference
for us the
              authoritative literature you rely upon to support your
classification.
             In your response to prior comment 44 you indicate that when you
sell digital assets
              borrowed in third-party transactions you realize a gain or loss
associated with the
              difference between the value of the liability plus the associated
embedded derivative
              and the carrying value of the digital assets. Please tell us why
any gain or loss on the
              sale of borrowed digital assets is predicated on the liability to
return the borrowed
              digital assets plus the associated embedded derivative as it
appears they would still
              exist after the sale.
Digital Assets Receivable, page F-58

80.      We acknowledge your response to prior comment 73. Given that your
investments in
         start-up blockchain projects are executory contracts and not equity
investments, please
         revise the classification of those investments to be grouped with
other assets not
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         investments in equity securities.
81.      Please tell us why the amounts of digital assets receivable on your
statements of financial
         position at September 30, 2022 and December 31, 2021 and 2020 do not
agree with the
         amounts presented in your response to prior comment 73.
Collateral Payable, page F-59

82.      Please revise your policy disclosure to indicate how you measure
collateral payable after
         initial recognition and where you record the change in fair value.
Current Expected Credit Losses, page F-66

83.      You disclose in the penultimate sentence of this policy note that ASU
2016-13 impacts
         only those financial instruments that you carry at amortized cost,
including digital assets
         loan receivable. As digital assets loans receivable with underlying
indefinite-lived
         intangible assets are not financial instruments and no digital assets
loans receivable are
         carried at amortized costs, please revise your disclosure to remove
this implication and
         clarify that you apply the ASU 2016-13 model to digital assets loans
receivable balances
         by analogy.
Investments, page F-62

84.      We acknowledge your response to prior comments 68 and 73. Please tell
us the amounts
         of pre-network launch investments you made in each of 2020, 2021 and
2022. In addition
         tell us how much of the digital assets receivable on your statements
of financial position at
         September 30, 2022 and December 30, 2021 and 2020 were initially
pre-network launch
         investments. Finally tell us whether you anticipate significant
increases in the level of
         these investments in the near future.
Recently Adopted Accounting Pronouncements
SAB 121, page F-65

85.      We note your disclosure at the bottom of page 17 indicating that
GalaxyOne Prime LLC
         "holds digital assets either in omnibus accounts for the benefit of
its clients at one or more
         digital asset custodians, or in custodial wallets at one or more
digital asset trading
         platforms, as agreed with each customer. Galaxy does not itself hold
digital assets in
         custody." We also note that SAB 121 applies to agents and other third
parties that hold
         cryptographic keys on behalf of a registrant. Please provide us a
comprehensive
         accounting analysis of the applicability of SAB 121 to these
circumstances.
Note 5: Digital Assets Loan Receivable and Digital Assets Borrowed
Digital Assets Loan Receivable, Net of Allowance, page F-75

86.      We note your disclosure at the top of page F-58 that you recorded no
credit-related
         impairment to digital assets loan receivable in the years ended
December 31, 2021, 2020,
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Galaxy Digital Inc.
May 12, 2023
Page 21
       and 2019. We also note your disclosures at the bottom of page F-57
relating to the
       collateral provisions that are typical for your loans, as well as that
the allowance for credit
       losses on digital assets loan receivable under the current expected
credit loss ("CECL")
       model reflects management   s estimate of credit losses over the
remaining expected life of
       the loans and also considers forecasts of future economic conditions.
Please address the
       following:
           Your disclosure states that the majority of your digital assets loan
receivable is
            secured by liquid collateral that is typically 110% to 140% of the
principal balance.
            For each statement of financial position presented, please quantify
for us the amount
            and number of loans which are:
              o   not secured by any collateral;
              o   secured by collateral that is not liquid; and
              o   secured by collateral that is below 100% of the principal
balance of the digital
                  assets loan receivable.
           Your disclosure states that you are entitled to request additional
collateral from the
            borrower if the fair value of the collateral associated with a
given loan drops below a
            predefined threshold, typically 110% of the fair value of the
digital assets on loan.
            For each statement of financial position presented, please quantify
for us the dollar
            amount and number of loans which are not subject to this particular
threshold.
           Your disclosure states that if the borrower fails to provide
additional collateral upon
            request, you are entitled to liquidate the collateral held and
close out the associated
            digital asset loan(s). Please disclose the time period the borrower
has to post the
            additional collateral prior to you becoming entitled to liquidate
the collateral.
           Your disclosure states that the quality and amount of collateral is
a key input to your
            determination of expected credit losses on your loan portfolio.
Please explain, to
            what extent, if any, your policy is based on the guidance in ASC
326-20-50-6.
           Tell us in specific detail how your CECL model considers forecasts
of future
            economic conditions, and describe the specific assumptions used,
and the different
            economic factors utilized in your model.
           Your disclosure on page 197 states that in certain circumstances,
such as where there
            are asymmetric risk profiles that favor you, you will consider
lending at LTV's up to
            100%. Please explain in more detail the situations where there
would be asymmetric
            risk profiles that favor you, and how you ensure that the
asymmetric risk profiles
            would not change depending on future events/economic conditions.
FirstName LastNameMichael Novogratz
87.    Please tell us whether you have any past due digital assets loan
receivables at any
Comapany    NameGalaxy
       statement            Digital
                   of financial     Inc. date and your consideration for
disclosing affirmatively the
                                position
May 12,status
         2023ofPage
                 past21due loans.
FirstName LastName
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Exhibits and Financial Statement Schedules
Ex. 5.1 - Opinion of Davis Polk & Wardwell LLP regarding validity of Pubco
Class A common
stock, page II-3

88.      Please revise to provide an updated opinion of counsel that reflects
only the transactions
         currently contemplated and being registered on this 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 Matthew Derby at (202) 551-3334
with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Crypto
Assets
cc:      Joseph A. Hall