BitGo Holdings, Inc. v. Galaxy Digital Holdings Ltd.

Summary

The court held that the merger agreement’s definition of the required 2021 audited financial statements was ambiguous as to both the April submission’s treatment of SEC staff guidance and the July submission’s restriction-on-use legend. Because both parties offered reasonable interpretations, dismissal at the pleading stage was improper, and the court reversed and remanded for consideration of appropriate extrinsic evidence. The court also directed the lower court to consider the prevention doctrine if it determines that both submissions were noncompliant.