BitGo is demanding $100 million from Galaxy Digital over a merger that never closed. The demand, reported this week, pits two of crypto's biggest names against each other in a dispute that could set new rules for how digital-asset M&A deals are structured.
The deal that wasn't
The fight stems from 2023, when Galaxy Digital agreed to buy BitGo in a $1.2 billion deal. The transaction was supposed to give Galaxy a custody foothold and BitGo a bigger balance sheet. Instead, Galaxy walked away, citing BitGo's failure to deliver audited financial statements by a deadline. BitGo has always disputed that claim, arguing Galaxy was looking for an exit as markets turned.
Now BitGo wants $100 million — essentially a breakup fee plus damages. The company says it spent heavily to prepare for the combination, hiring staff and integrating systems, only to be left at the altar.
Why $100 million matters
That figure isn't arbitrary. It's roughly the size of the termination fee that would have been paid under the original merger agreement. BitGo argues Galaxy's breach entitles it to that amount, plus compensation for the lost value of the deal itself. Galaxy, meanwhile, calls the demand baseless and says it acted within its contractual rights.
The case is still in its early stages. Neither side has filed a full lawsuit yet — the demand functions as a formal notice before litigation. If no settlement emerges, the dispute will likely land in Delaware's Court of Chancery, which handles many corporate M&A fights.
What this means for crypto M&A
Mergers in crypto have always been tricky. Due diligence is harder when target companies hold volatile assets, and regulatory uncertainty makes closing timelines unpredictable. The BitGo-Galaxy fight could make dealmakers even more cautious.
Attorneys who handle these transactions expect to see tighter termination clauses and bigger escrow requirements going forward. Investors may also demand clearer penalty structures for failed deals. The outcome of this dispute — whether it settles or goes to trial — could become a template for how future breakups are handled.
For now, both companies are digging in. BitGo's demand is a shot across the bow. The next move belongs to Galaxy.
