SKM_C451i26052216151

QfR -<llot-- 2Q7Jo Index: STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION In Re: GALAXYONE PRIME LLC, Case Number: 132007 Respondent. FINAL ORDER This cause came on for consideration and final agency action. Upo and being otherwise fully advised in the premises, the Office of Financial Regulation ("Office") hereby finds: 1. The Office has jurisdiction over the subject matter of this case and the parties hereto. 2. The entry of this Final Order concludes the above-referenced matter. ORDERED: A. The Stipulation and Consent Agreement (Exhibit A) is hereby approved and incorporated by reference as if fully stated herein and is adopted as the Office's Findings of Fact and Conclusions of Law. B. The parties shall comply with all terms of the Stipulation and Consent Agreement. DONE and ORDERED this 2.Z-"'-~ day of May, 2026, in Tallahassee, Leon County, Florida. CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order has been furnished by email to counsel for Respondent, Leo B. Choi at LChoi@lowenstein.com and WBrannan@lowenstein.com on this ~ of May, 2026. Office of Financial Regulation Post Office Box 8050 Tallahassee, FL 32314-8050 Email: Agency.Clerk@flofr.gov Tel: (850) 410-9889 2 Exhibit A STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION In Re: GALAXYONE PRIME LLC, Case Number: 132007 Respondent. STIPULATION AND CONSENT AGREEMENT The State of Florida, Office of Financial Regulation ("Office"), and GALAXYONE PRIME LLC ("Respondent"), in consideration of the mutual promises herein, recite, stipulate, and agree as follows: 1. Dackgl'Omtd. At all times material hereto, GalaxyOne Pl'ime LLC, is and has been a Part II Money Services Business in the State of Florida, having been issued license number FT230000322. GalaxyOne Prime LLC is a wholly owned subsidiary of Galaxy Digital LP. Frank Falco is the Chief Compliance Officer, Responsible Person, and Board Manager, and he has been authorized by GalaxyOne Prime LLC and Galaxy Digital LP to be the signatory to this Stipulation and Consent Agreement. The Office conducted an examination (Exam No. 128303) to ascertain Respondent's compliance with chapter 560, Florida Statutes, for the period of January 1, 2023, through December 31, 2024. In lieu of initiating a formal proceeding, the parties are herein resolving the matters at issue. 2. Jurisdiction. The Office is the state agency charged with the administration and enforcement of chapter 560, Florida Statutes, and the rules promulgated thereunder. The Office has jul'isdiction to bring this administrative action against Respondent pursuant to chapter 560, Florida Statutes. 3. Findings. For purposes of this Stipulation and Consent Agreement, Respondent consents to the Office making the following findings: a) At the time of initial licensure, Respondent's business name was Galaxy Digital Prime Services, LLC. On December 5, 2022, the name was changed to GalaxyOne Prime LLC. Respondent was 55 days late in reporting the change. Additionally, Respondent subsequently failed to timely report the closing of two bank accounts at Signature Bank (708 days ]ate) and the closing of a bank account at Silvergate Bank (744 days late). Respondent failed to timely report the change in entity name and changes to its bank accounts within 30 days after the changes were made, in violation of Rule 69V-560.201 (2), Florida Administrative Code, and section 560.126(2), Florida Statutes; b) Respondent failed to disclose to the Office that Peter Wisniewski was the Chief Executive Officer in the initial application for licensure filed December 31, 2020, and an amended application filed on February 11, 2021. Mr. Wisniewski was neither reported to the Office nor fingerprinted, in violation of section 69V-560.102(1 )-(2), Florida Administrative Code, and section 560.l 14(1)(k), Florida Statutes; c) Respondent failed to timely report the appointment of Jason Urban as Chief Executive Officer on December I, 2022, within two business days after receiving notice of the change, The appointment was reported on February 28, 2023, 85 days late, in violation of Rule 69V-560.201 (3), Florida Administrative Code, and section 560.126(3), Florida Statutes· d) Respondent failed to timely and accurately submit quarterly reports in the format and including the information specified by rule, in violation of Rule 69V-560.602(1), Florida Administrative Code, and section 560.118(2), Florida Statutes. Respondent's quarterly report for the first quarter of 2023 was received more than 45days after conclusion of the quarter. 2 The report was 86 days Jate. Respondent included international transactions in 8 of 8 quarters in the exam period. Respondent had only one Florida transaction for the exam period. e) Respondent failed to submit a Financial Audit Report (FAR) for 2022 and a FAR for 2023 within 120 days after the end of the fiscal year, as disclosed to the Office. The 2022 FAR was submitted 61 days late and the 2023 FAR was submitted 87 days late, in violation of Rule 69V-560.201(2-3), Florida Administrntive Code, and section 560.209(2), Florida Statutes. 4. Terms and Conditions. The parties agree that the issues raised can be expeditiously resolved without further litigation by the execution of this Stipulation and Consent Agreement. The parties acknowledge that they have read this Stipulation and Consent Agreement and fully understand the rights, obligations, terms, duties, and responsibilities with respect to its contents. Therefore, in compromise and settlement of the foregoing findings and in consideration of the Office's forbearance from further litigation, Respondent agrees to the following terms and conditions: a. FUTURE COMPLIANCE. Respondent agrees to cease and desist from future violations of chapter 560, Florida Statutes, and the rules promulgated thereunder, and comply with all provisions of chapter 560, Florida Statutes, and the rnles promulgated pursuant thereto. b. ADMINISTRATIVE FINE. Respondent agrees to pay the Office an administrative fine in the amount of Fifteen Thousand Three Hundred Seventy-Five Dollars ($15,375.00), to be paid at the time of the execution and delivery of this Stipulation and Consent Agreement. The administrative fine shall be submitted in the form of a wire, cashier's check or money ol'Cler made payable to "Office of Fimmcial Regulation." Such payment shall reference Case No. 132007 and shall be sent to the attention of Agency Clerk-c/o Damaris E. Reynolds, Post Office Box 8050, Tallahassee, Florida 32314-8050. 3 Respondent acknowledges and agrees that in accordance with section 215.31, Florida Statutes, regarding the deposit of monies, (i) the tendered fine or settlement check may be deposited in advance of full execution or acceptance of the Stipulation and Consent Agreement; and (ii) such deposit shall not be constmed as a final acceptance of the Stipulation and Consent Agreement absent full execution thereof and entry of a Final Order adopting same. 5. Final Order. Respondent consents to the entry of a Final Order, which incorporates the terms of this Stipulation and Consent Agreement. Respondent understands and agrees that this Stipulation and Consent Agreement is subject to the final approval of the Office of Financial Regulation and the entry of the Final Order adopting such Agreement. In the event that the Final Order is not entered, this Stipulation and Consent Agreement shall be null and void. The Final Order incorporating this Stipulation and Consent Agreement constitutes final action by the Office for which the Office may seek enforcement pursuant to the provisions of chapters 560 and 120, Florida Statutes. 6. Waiver. By Respondent's consent to the entry of a Final Order with respect to this proceeding, Respondent waives; a) Any right to separately stated Findings of Fact and Conclusions of Law; b) Any right to receipt of a Notice of Rights pursuant to chapter 120, Florida Statutes; c) Any right to an administrative hearing or issuance of a Recommended Order pursuant to chapter 120, Florida Statutes; and d) Any right to contest in any administrative forum or judicial proceeding (including, but not limited to, an appeal pursuant to section 120.68, Florida Statutes) the validity of any term, condition, obligation, or duty expressly created in this Stipulation and Consent Agreement and the Final Order. 4 7. Releases. Upon full execution of this Stipulation and Consent Agreement, Respondent waives, releases, and forever discharges the Office and its agents, representatives, and employees from any and all causes of action, in law or in equity, which Respondent may have arising out of this matter. The Office accepts this release and waiver by Respondent on behalf of itself, its agents, representatives, and employees without acknowledging, and expressly denying, that any such l'ight or cause of action may exist. 8. Failure to Comply. Respondent acknowledges, concurs, and stipulates that Respondent's failure to comply with any of the terms, obligations, and conditions of this Stipulation and Consent Agreement, and the Final Order adopting it, is a violation of the written agreement and the Final Order entered pursuant to chapters 120 and 560, Florida Statutes. Such non-compliance may result in the issuance of an emergency cease and desist order, However, nothing herein shall be construed to limit Respondent's right to contest any finding or determination of non-compliance. 9. Attomey's Fees. Each party herein shall be solely responsible for its separate costs and attorney's fees incurred in the prosecution, defense, or negotiations in this matter up to and including the entry of the Final Order adopting this Stipulation and Consent Agreement. 10. Severability. The parties agree that if any provision of this Stipulation and Consent Agreement or the application thereof to any person or circumstance is held invalid, the Stipulation and Consent Agreement will be given effect without the invalid provision, and to this end, the provisions of this Stipulation and Consent Agreement are declared severable. 11. Counte1·parts. This Stipulation and Consent Agreement may be executed in any number of counterparts, and by the parties in separate counterparts, each of which will be deemed to be an original but all of which together will constitute but one Stipulation and Consent 5 Agreement. Copies of this Stipulation and Consent Agreement transmitted by facsimile or electronic mail shall have the same validity as if bearing an original signature. 12. Entire Ag1·eement, This Stipulation and Consent Agreement represents the entire agreement by and between Respondent and the Office. Any alterations, variations,· changes, modifications, or waivers of the provisions hereof shall be valid only when they have been reduced to writing, duly signed by the Office and Respondent hereto, attached to the original of this Stipulation and Consent Agreement, and subject to the approval of the Office. WHEREFORE, in consideration of the foregoing, the Office and Respondent execute this Stipulation and Consent Agreement for entry of a Final Order on the last date executed below. 6 ELLC: January 8, 2026 Date: ------ --- - -- (Signature) Name: Frank Falco Title: Chief Compliance Officer. Responsible Person and Board Manager of GalaxyOne Prime LLC. authorized by Galaxy Digital LP. ~ State of ¼ (k, Ji!~Ya1i( County of I I Frank Falco, as Chief Compliance Officer, Responsible Person, and Board Manager of GalaxyOne Prime LLC, as authorized by GalaxyOne Prime LLC and Galaxy Digital LP, BEFORE ME by itJ means of physical presence or D online notarization, has sworn (or affirmed) that he has read and understands the foregoing agreement and voluntarily signed the same. q SWORN TO AND SUBSCRIBED before me this Cf, I'_,. day of,,_-----~';'-;_+1 _·.J_i11.., ....f" 1" '"l"..'.- . - '-_,r__ _, 2026. 1) .-• ; v-uc::::: • 1 / / /f/1/'--· " Notary Public Check the appropriate box: VINOO MATHEW / '18] Notary Public -Slate of New York Personally known No. 01MA6318263 D Qualified in Queens County OR Produced Identification My Commission Expires January 26, 2027 D Type of identification produced Driver's License □ Passport □ Other _______ _ (Do not include ID number) OFFICE OF FINANCIAL REGULATION ~ ~,.~·;,!::W 5/15/2026 Date: - - ---------- Division of Consumer Finance 7