Galaxy backing out of BitGo deal a ‘clean termination’, court finds

BitGo failed to deliver the required audited financial statements in time, Delaware Chancery Court judge decides

article-image

Galaxy CEO Mike Novogratz | Source: Seb Daly/ RISE via Sportsfile "Mike Novogratz" (CC license)

share

Galaxy cutting its planned massive deal to acquire BitGo last year was a “clean termination,” a Delaware Chancery Court found. 

The decision comes two years after Galaxy first revealed its intent to acquire BitGo in May 2021 as part of a cash and stock transaction valued at roughly $1.2 billion.

The crypto investment firm revealed last August it was ending its agreement to buy BitGo — alleging at the time that the firm failed to deliver audited 2021 financial statements by July 31. 

BitGo hired law firm Quinn Emanuel, which said the company had submitted the necessary documents. R. Brian Timmons, a partner at the firm, previously said BitGo was owed a $100 million termination fee, or damages that exceed that.

But Judge J. Travis Laster granted Galaxy Digital’s motion to dismiss on June 9, noting that BitGo “failed to deliver contractually compliant 2021 Company Audited Financial Statements” by the agreed upon date, legal documents show.

“The financial statements were non-compliant because they contained a use restriction that would prevent them from being included as part of a Form S-1 prepared in compliance with Regulation S-X,” the document states. 

“BitGo plans to appeal the court’s decision, and continues to believe that Galaxy wrongfully terminated the agreement,” a BitGo spokesperson told Blockworks. 

Laster added that Galaxy “did not repudiate the transaction agreement” and “the alleged breaches of the agreement could not lead to causally related damages,” according to the June 9 filing.

“We’re pleased with the court’s decision to dismiss BitGo’s claims,” a Galaxy spokesperson told Blockworks in an email. “Now is the time for all of us to work together and focus on the task at hand: Upgrading the global financial system in a manner that promotes innovation and protects investors and consumers alike.”

The judge’s decision came a day after BitGo said it signed a letter of intent to buy 100% of the equity of Prime Trust parent company Prime Core Technologies.


Get the news in your inbox. Explore Blockworks newsletters:

Tags

Decoding crypto and the markets. Daily, with Byron Gilliam.

Upcoming Events

Old Billingsgate

Mon - Wed, October 13 - 15, 2025

Blockworks’ Digital Asset Summit (DAS) will feature conversations between the builders, allocators, and legislators who will shape the trajectory of the digital asset ecosystem in the US and abroad.

recent research

Research Report Templates.png

Research

Pipe Network is a decentralized content delivery network (dCDN) that replaces the sparse, capital intensive data center footprint of traditional CDNs with a permissionless mesh of independent node operators. By orchestrating under-utilized resources that already exist at the edge, rather than purchasing or leasing thousands of servers, Pipe slashes capital intensity while letting supply expand autonomously in the places where bandwidth is scarcest and most expensive.

article-image

Crypto is still on a mission — and still needs users

article-image

After its first phone drew jeers from a popular tech YouTuber, Solana Mobile delivered on its newest device

article-image

Markets strongly suspect that committee members will make the first interest rate cut of 2025

article-image

After four days of deliberation, the jury found Roman Storm guilty on Wednesday of one federal count

article-image

Pendle’s new platform transforms perp funding into tradable yield units — paving the way for a full-stack onchain fixed-income ecosystem

article-image

9.6% of crypto industry employees were paid in crypto, and most opted for USDC and USDT