United States securities and exchange commission logo





                                April 16, 2024

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

                                                        Re: Galaxy Digital Inc.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed December 22,
2023
                                                            File No. 333-262378

       Dear Michael Novogratz:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our November 16,
2023 letter.

       Amendment No. 3 to Registration Statement on Form S-4

       General

   1.                                                   We continue to evaluate
the issues underlying prior comments 2, 19, 42, 48, 49, and 52
                                                        and may have further
comments.
   2.                                                   We note your revised
disclosure in response to comment 1 that "[w]hile QPT engages in
                                                        quantitative trading
activity with respect to digital assets that could be determined to be
                                                        'securities' under the
federal securities laws, it is primarily engaged in trading activity with
                                                        respect to bitcoin and
ether." Please revise to disclose all of the crypto assets that QPT
                                                        engages in trading
activity with.
 Michael Novogratz
FirstName   LastNameMichael Novogratz
Galaxy Digital  Inc.
Comapany
April       NameGalaxy Digital Inc.
       16, 2024
April 216, 2024 Page 2
Page
FirstName LastName
Risk Factors
Risks Related to Our Business Lines
Our venture investments business within asset management, page 74

3.       We note your response to prior comment 12 but are unable to locate
revised disclosure.
         Please revise your disclosure to describe who, either within the
Company or outside of the
         Company, makes decisions about your equity investments in portfolio
companies.
Risks Related to Cryptocurrencies and Digital Assets
The continuing development and acceptance of digital assets, page 80

4.       We note your response to comment 13 and await your revisions in a
future amendment to
         the registration statement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Nine Months Ended September 30, 2023 Compared to Nine Months Ended September
30, 2022
Revenues and gains from operations, page 184

5.       You disclose that digital assets sales revenue decreased 56% for the
nine months ended
         September 30, 2023 versus the comparable prior year period due to
reduced digital asset
         prices and that you reduced the scope and size of your high frequency
trading business,
         resulting in reduced volumes. You also disclose a 13.5% increase over
the same period in
         lending and staking income driven by a larger loan book and higher
rates on new loans.
         Please tell us your consideration for quantifying the price changes
versus volume changes
         as stipulated in Item 303(b)(2)(iii) of Regulation S-K. Regarding your
digital assets sales
         revenue, specifically tell us whether you have a universal metric to
track sales volume by
         units of digital assets and related prices for all digital assets in
which you trade. If not, tell
         us whether a disproportionally small number of assets account for a
significant portion of
         your sales revenue and your consideration for disclosing information
about those assets,
         either individually or as a group.
6.       Given the magnitude of your net gain on digital assets to your overall
profitability and its
         various components (including, but not limited to, the sale of digital
financial assets, day
         one gains/losses on the derecognition of lent digital assets, change
in fair value of digital
         assets loans receivable, change in fair value of the embedded
derivative to return digital
         assets borrowed and collateral received on digital assets lent, etc.),
please revise your
         disclosure to present and discuss the period over period changes at a
more granular level.
7.       Given the magnitude of your net gain on derivatives trading to your
overall profitability,
         please revise your disclosure to present and discuss the period over
period changes at a
         more granular level. In this regard, disclose by type of derivative
disclosed in Note 7 on
         page F-28:
             Your gains/losses from settled derivative trades;
             Your gains/losses on open derivatives; and
 Michael Novogratz
Galaxy Digital Inc.
April 16, 2024
Page 3
                Any hedging impact included in this line item.
Quantitative and Qualitative Disclosures about Market Risk
Credit and Counterparty Risk, page 194

8.       We note your response to prior comment 24 and re-issue in part. We
note your disclosure
         that you participate in "lending and posting risk margin with trading
exchanges and
         platforms," and that you post risk margin with digital asset trading
platforms to participate
         in activities within the trading platform. Please revise to clarify
whether the trading
         platforms referred to are located within the U.S. or elsewhere.
Our Products and Services
Global Markets, page 209

9.       Please revise your chart starting on page 212 to include a column that
indicates which
         digital assets are held or traded for customers of GalaxyOne.
Information About Galaxy
The Cryptoeconomy
Expansion of Cryptocurrency Universe
Transacting on DeFi, page 227

10.    We note your response to prior comment 29 and we re-issue our comment in
part. Please
       revise to:
           Provide a materially complete description of the mechanics of
liquidity pools,
            including but not limited to material terms and policies, and the
role of AMMs. In
            this regard, we note that the liquidity pools facilitate various
operations such as
            borrowing, lending, and trading on decentralized trading platforms;
           Identify the tokens or pairs of tokens that will be available in the
liquidity pools. In
            this regard, we note that the smart contracts allow
participants/liquidity providers to
            contribute assets to these pools and receive pool specific receipt
tokens in return;
           Clarify whether and to what extent you are affiliated with or have
any material
            relationships with any of the liquidity providers;
           Provide a materially complete description of the mechanics of yield
farming,
            including but not limited to material terms and policies, and how
rewards are
            calculated and distributed. In this regard, we note that liquidity
providers earn
            rewards via distributions of liquidity pool profit from trading
margins, interest
            income and staking rewards;
           Discuss whether you hold any interest in the AMMs and decentralized
exchanges;
FirstName LastNameMichael
            and                 Novogratz
Comapany    NameGalaxy
           Update           Digital
                    your risk      Inc.
                              factor disclosure to address risks associated
with yield farming,
            liquidity
April 16, 2024  Page pools
                      3     and AMMs.
FirstName LastName
 Michael Novogratz
FirstName   LastNameMichael Novogratz
Galaxy Digital  Inc.
Comapany
April       NameGalaxy Digital Inc.
       16, 2024
April 416, 2024 Page 4
Page
FirstName LastName
Government Regulation, page 248

11.      Please revise to discuss the Digital Financial Assets Law recently
enacted in California
         and the potential impact to your business. To the extent material,
please also discuss its
         potential impact in your risk factors section.
Galaxy Digital Holdings LP Unaudited Interim Condensed Consolidated Financial
Statements
Condensed Consolidated Interim Statements of Operations, page F-2

12.      We acknowledge your response to prior comments 33 and 34. It is
unclear to us how you
         can present a gross profit without fully costing each revenue and net
gain item included in
         that subtotal. As a result, revise your presentation to provide a
fully-costed cost of revenue
         for each revenue and net gain line item and tell us how you derived
the fully-costed
         amounts. Otherwise, please revise your presentation to address the
following:
             Remove the    total cost of revenues    and    gross profit/(loss)
   subtotals; and
             Present each cost of revenue as an operating expense.
Condensed Consolidated Interim Statements of Financial Position, page F-3

13.      We note the balance of Digital Financial Assets was $103.8 million on
the Statement of
         Financial Position at September 30, 2023, but the balance of USDC was
$123.2 million in
         Note 4 on page F-25 at September 30, 2023. Please revise in your next
amendment, or
         advise otherwise.
Notes to the Condensed Consolidated Interim Financial Statements
Note 2. Significant Accounting Policies
Revenue From Proprietary Mining, page F-10

14.      We note your response to prior comment 37. Please respond to the
following:
             Revise your disclosure to clarify, consistent with your response,
that you have
            entered into arrangements with mining pool operators and that these
operators are
            your customer. In addition, if true, disclose that the provision of
computing power, or
            more precisely hash calculation services, is an output of your
ordinary activities.
             Your disclosure indicates that your single performance obligation
is to
            provide computing power to the mining pool operator and your
response indicates
            that your performance obligation is the provision of hash rate to
the mining pool. We
            believe your disclosure requires a more precise description of your
promise and
            single performance obligation. Please tell us whether a more
accurate description of
            your promise and single performance obligation is a service to
perform hash
            calculations for the pool operator, and if so, revise your
disclosure to clarify.
             Your disclosure indicates that your enforceable rights and
obligations last as long as
            computing power is provided to the mining pool operator. Revise
this sentence, if
            true, to clarify that you decide when to provide services under the
contract and that
            your enforceable right to compensation begins when, and continues
as long as,
            services are provided.
 Michael Novogratz
FirstName   LastNameMichael Novogratz
Galaxy Digital  Inc.
Comapany
April       NameGalaxy Digital Inc.
       16, 2024
April 516, 2024 Page 5
Page
FirstName LastName
                Your response indicates that your contracts are terminable by
either party "at any
              time, without prior notice and without penalty." Please make
corresponding revisions
              to your accounting policy to disclose these termination
provisions.
                Given that your mining pool operator possesses the ability to
terminate the contract at
              any time and you indicate that the contract automatically renews
with each
              incremental hash, tell us whether Luxor's renewal right is a
material right under ASC
              606-10-55-42. For example, clarify whether the terms, conditions,
and compensation
              amounts of the renewal right are at the then-current market
rates. If so, tell us whether
              you have concluded that the customer   s renewal option is not a
material right and
              whether the continuously renewed contract has a duration of less
than 24 hours. Make
              corresponding revisions to your accounting policy and related
disclosures to the
              extent necessary.
                Revise your accounting policy to disclose the payout
methodology discussed in your
              response - specifically addressing the Full Pay Per Share (FPPS)
payout model - and
              compensation earned equal to the sum of your share of (a) network
block subsidies
              and (b) network transaction fees less (c) pool operating fees. As
you disclose that the
              computation is performed hourly, disclose the frequency of
payment (i.e., daily,
              consistent with your response) and indicate the period covered by
each payment.
                You disclose that you value noncash consideration at the
inception of the
              contract. Tell us whether the 23:59:59 UTC used to value bitcoin
revenue is on the
              same day that control of the contracted services transfers to
Luxor and is the same
              day as contract inception as ASC 606-10-32-21 requires noncash
consideration to be
              valued at contract inception (that is, the date at which the
criteria in ASC 606-10-25-1
              are met). Revise your accounting policy to describe how the
measurement date relates
              to both the date of contract inception and the date you transfer
control of the service
              under the contract. Disclose the specific time consistently used
to value bitcoin
              mining pool revenue.
Digital Assets, page F-11

15.      We acknowledge your response to prior comment 39. Please address the
following:
             Your revised disclosure indicates that both digital assets placed
on trading platforms
            to satisfy risk margin requirements and those staked with
third-party validator nodes
            are not derecognized. Tell us why/how you continue to control these
digital assets.
            Explain to us what authoritative literature you use to support your
control of these
            assets. In your response, specifically tell us who controls the
private cryptographic
            keys.
             Regarding your determination that digital assets staked with
third-party validator
            nodes are restricted only if you expect withdrawal to take more
than a few days, tell
            us how you determined "a few days" as being the appropriate
threshold to
            characterize a staked digital asset as restricted. Reference for us
the authoritative
            literature you rely upon to support your position.
             Confirm for us that your disclosure in footnote (1) to the table
on page F-23 about
 Michael Novogratz
FirstName   LastNameMichael Novogratz
Galaxy Digital  Inc.
Comapany
April       NameGalaxy Digital Inc.
       16, 2024
April 616, 2024 Page 6
Page
FirstName LastName
              restricted digital intangible assets includes restrictions for
both digital assets:
                o   Placed on trading platforms to cover minimum balance
requirements and margin
                    loans outstanding; and
                o   Staked with third-party validator nodes where you expect
withdrawal to take
                    more than a few days.

Digital Assets Loan Receivable, page F-12

16.      We note your response to the first bullet of prior comment 43 where
you indicate that you
         did not disclose the December 2022 change in your fixed term loan to
remove the
         borrower's prepayment option because the prior policy is applicable to
the financial
         statements for 2020 through 2022. As your loans in 2023 include the
revised provision,
         please clarify why you have not disclosed the change in your loan
terms in your interim
         financial statements through September 30, 2023. To the extent
material, separately
         disclose the amount of loans outstanding that have the previous terms
versus those with
         updated terms.
17.      We note your response to prior comment 45, specifically that the
borrower has the
         contractual obligation to provide additional collateral    typically
within 18 hours.    Please
         tell us, and revise your next amendment to disclose in your accounting
policies, what you
         mean by    typically within 18 hours" and discuss the maximum range
that the borrower
         has the ability to provide additional collateral, i.e., in no case
more than x hours.
18.      Please provide us with an analysis detailing how you have applied the
guidance in ASC
         Topic 860 in situations where you   ve either posted or received USDC
as collateral, or
         loaned or borrowed USDC to determine whether you should derecognize or
recognize
         USDC for which you were either the transferor or transferee. In your
response, please tell
         us in which ways your accounting policy for transfers of USDC differs
from the guidance
         in ASC 860 and the reasons for these differences.
Counterparty Digital Assets and Obligations, page F-15

19.      Your policy indicates that your counterparty digital assets and
obligations represent your
         obligation to return the digital asset collateral received under your
lending, trading and
         derivative arrangements where you hold the cryptographic keys and do
not have the
         ability to repledge the collateral. Please revise this policy to also
include the counterparty
         digital assets and obligations custodied by agents for GalaxyOne Prime
LLC customers as
         disclosed on page 18 and as indicated in your August 11, 2023 response
to comment 85 in
         our May 12, 2023 letter.
Note 4. Digital Assets, page F-22

20.      Please revise your next amendment to quantify the individually
material components of
         footnote (1) for purchases and receipts in the digital assets
rollforward on page F-24. We
         note that this amount was $3.1 billion and $2.2 billion in the nine
months ended
         September 30, 2023 and the year ended December 31, 2022, respectively.
Quantify by
 Michael Novogratz
Galaxy Digital Inc.
April 16, 2024
Page 7
      loan interest, pre-launch investments and other investment distributions,
including any
      individually-material components of other investment distributions. In
your response and
      revised disclosure, describe the nature of any material amounts
previously included within
      other investment distributions.
       Please contact David Irving at 202-551-3321 or Mark Brunhofer at
202-551-3638 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng at 202-551-3811 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 Crypto
Assets
April 16, 2024 Page 7
cc:       Joseph A. Hall
FirstName LastName