Galaxy Digital is one step closer to becoming a Nasdaq-listed company, following approval from the U.S. Securities and Exchange Commission (SEC) of its long-anticipated corporate restructuring. The firm now plans to finalize its transition from a Cayman Islands–incorporated entity to a Delaware-based corporation—an essential step before debuting on the U.S. exchange under the ticker “GLXY.”
Currently listed on the Toronto Stock Exchange, Galaxy’s move to re-domicile comes amid growing institutional appetite for regulated crypto and AI infrastructure plays. The company, led by CEO Mike Novogratz, first announced its intentions to list on Nasdaq back in January 2022, but regulatory delays had kept the process in limbo—until now.
With the SEC greenlighting the registration change, Galaxy has scheduled a shareholder vote for May 9 to formally approve the reorganization. Pending that approval, the firm expects to list on Nasdaq shortly after.
Galaxy to Reorganize Under Delaware Structure
As part of its U.S. expansion strategy, Galaxy Digital has outlined detailed plans to transition into a Delaware-based corporate entity, adopting a governance structure more aligned with traditional American public companies. The move, disclosed in its SEC registration statement, is designed to streamline regulatory compliance and enhance shareholder participation—particularly for U.S. investors.
One of the key structural changes includes the removal of existing restrictions on voting rights for American shareholders, a limitation that previously complicated broader investor participation. Under the new framework, Galaxy will eliminate those barriers while still maintaining majority control through CEO Mike Novogratz, who is expected to retain close to 60% of the company’s voting power post-reorganization.
In its filing, Galaxy cited Delaware’s status as a preferred jurisdiction for U.S. corporations due to its legal consistency and favorable business climate. The re-domiciling effort not only reflects Galaxy’s ambition to deepen its footprint in the U.S. capital markets, but also signals a move toward institutionalizing its governance model as it prepares for a potential Nasdaq listing.
Galaxy Plans Dual Listing Amid May Transition Timeline
Galaxy Digital’s reorganization plan will see all Class A ordinary shares seamlessly converted into Class A common stock on a one-to-one basis, with no need for shareholder action or cancellation, according to the company’s latest filings.
As part of the transition, the firm will maintain a temporary dual listing on both the Toronto Stock Exchange and the Nasdaq. This transitional phase allows Galaxy to meet all Nasdaq listing criteria while continuing to support its Canadian investor base.
The move is expected to finalize by mid-May, pending the outcome of a shareholder vote scheduled for May 9. If approved, Galaxy will complete its re-domiciliation and fully integrate into the U.S. public markets.
Galaxy Digital’s reorganization marks a pivotal step in its long-awaited U.S. market debut. By adopting a Delaware corporate structure and lifting voting restrictions for American shareholders, the firm is positioning itself for greater regulatory clarity and broader institutional engagement.
Quick Facts
- Galaxy Digital will re-domicile from the Cayman Islands to Delaware as part of its Nasdaq listing push.
- All existing Class A shares will convert 1:1 into Class A common stock with no action required from shareholders.
- The company will temporarily maintain dual listings on the Nasdaq and Toronto Stock Exchange.
- CEO Mike Novogratz will retain nearly 60% of voting power following the restructuring.
- The transition is expected to complete by mid-May, subject to a May 9 shareholder vote.
