Company Name: BitGo Holdings, Inc.

Date of Prospectus: January 17, 2026

BitGo Holdings, Inc. IPO: A Deep Dive into the Digital Asset Infrastructure Leader’s NYSE Debut

BitGo Holdings, Inc. is set to launch its initial public offering (IPO) in 2026, aiming to establish itself as the premier digital asset infrastructure provider for institutional clients. This comprehensive investor analysis covers every facet of the offering, from deal structure and financial health to growth strategy and risk factors. For institutional and retail investors seeking exposure to the digital asset economy, BitGo presents a unique blend of technology, trust, and market opportunity.

IPO Snapshot

BitGo Holdings, Inc. is offering its Class A common stock under the symbol “BTGO” on the NYSE. The IPO is designed to raise capital, enhance market visibility, and facilitate growth in the burgeoning digital asset infrastructure sector.

BitGo has applied to list its Class A common stock on the NYSE under the symbol “BTGO”.

Use of Proceeds: Fueling Strategic Growth

The principal purposes of the IPO are to obtain additional capital, create a public market, increase visibility, bolster financial flexibility, and facilitate orderly share distribution for selling stockholders.

• Working capital and general corporate purposes (including product development, administration, capital expenditures).
• M&A and investments in complementary technologies, solutions, or businesses (no binding agreements in place as of the prospectus date).
• Bitcoin treasury strategy: BitGo plans to invest a portion of the net proceeds in Bitcoin and capital preservation instruments such as interest-bearing securities and US government obligations.

Placement and Issuance Breakdown

• Public offering: 11,000,000 shares (Company) plus 821,595 shares (Selling Stockholders)
• Directed share program: Up to 10% of shares reserved for officers, employees, and other identified individuals (not subject to lock-up except for directors/officers).
• Underwriters’ over-allotment option: 1,770,000 shares
• No dividend planned in the foreseeable future; all earnings to be retained for operations and growth.

Investor Participation & Book Quality

• Directed share program: 1,182,160 shares (10% of IPO shares) reserved for certain employees, officers, and identified individuals.
• No explicit anchor/institutional investor allocations or oversubscription metrics disclosed.
• Pre-listing disposals: Some selling stockholders exercising options for inclusion in the IPO, but the company will not receive proceeds from their sales.
• Lock-up agreements: Approximately 73.9% of outstanding Class A shares and convertible securities subject to 180-day lock-up, with phased releases based on post-IPO share price performance.

Deal Parties and Structure

• Global Coordinators / Bookrunners / Underwriters:
• Goldman Sachs & Co. LLC (Lead)
• Citigroup Global Markets Inc.
• Deutsche Bank Securities Inc.
• Mizuho Securities USA LLC
• Wells Fargo Securities, LLC
• Keefe, Bruyette & Woods Inc.
• Canaccord Genuity LLC
• Cantor Fitzgerald & Co.
• Clear Street LLC
• Compass Point Research & Trading, LLC
• Craig-Hallum Capital Group LLC
• Rosenblatt Securities Inc.
• Wedbush Securities Inc.
• SoFi Securities LLC
• Stabilization / Over-allotment (“greenshoe”): 1,770,000 shares over-allotment option for underwriters, exercisable for 30 days.

The presence of top-tier investment banks and a robust underwriter group signals institutional confidence and potential for supported first-day price stability.

Company Overview: Digital Asset Infrastructure for Institutions

BitGo Holdings, Inc. is a digital asset infrastructure company focused on enabling institutional clients to securely manage, utilize, and create digital assets via a holistic technology platform.

• Founded: 2011 (as Whensoon, Inc.), became BitGo Holdings, Inc. in 2017
• Principal Office: 101 S. Reid Street, Suite 307, Sioux Falls, SD 57103
• Core Mission: Accelerate the transition to a digital asset economy by providing trust, technology, and infrastructure for institutions

Key Products & Services:

• Self-custody wallet solutions
• Qualified custody (regulated)
• Liquidity services
• Settlement and trade execution
• Staking services
• Fund administration and reporting

Monetization: Revenue generated from custody fees, transaction processing, staking, liquidity services, and related financial solutions.

Main Customer Segments: Institutional clients including market makers, exchanges, fintechs, issuers, and funds.

Industry and Market Size

BitGo operates in the digital asset infrastructure sector:

• Market opportunity, size, and position based on independent third-party data and internal estimates (exact numbers not disclosed).
• Industry characterized by rapid growth, technological disruption, and evolving regulatory frameworks.

Financial Health: Revenue, Profitability, and Capitalization

BitGo’s financials demonstrate significant growth and volatility typical of the digital asset sector.

BitGo’s financials reflect strong revenue growth in 2025, driven by expanding client base and product adoption. However, costs also remain high, and profitability metrics are not disclosed in detail.

Market Position and Competitive Advantages

• BitGo positions itself as the “digital asset infrastructure company of choice” for institutions.
• Key competitive advantages: Technology, regulatory compliance, security, scalability, and integration capabilities.
• Brand strength reinforced by founder-led management and deep industry expertise.
• No explicit market share or industry ranking figures disclosed.

Management Team

• Michael Belshe – Co-founder, CEO, CTO, President, Director
• Board and executive team includes experienced professionals in legal, compliance, technology, and finance.
• Key legal counsel: Fenwick & West LLP, Cravath, Swaine & Moore LLP
• Auditor: Crowe LLP

Trends, Timing, and Environment

BitGo’s IPO timing aligns with institutional adoption of digital assets, regulatory evolution, and growing demand for secure infrastructure.

• Sector trends: Rapid growth, increased institutional interest, ongoing regulatory development
• Offer period: Prospectus issued January 17, 2026; listing date not explicitly stated (expected Q1 2026)
• Economic environment: Inflation, interest rates, banking sector uncertainty, and global geopolitical factors noted as risks

Recent developments: Acquisition of HeightZero, expanded client base, increased user activity, and enhanced settlement and liquidity services.

Market conditions described as volatile but supportive of digital asset infrastructure investment.

Prospectus Deep Dive: Key Risks

• Volatility in digital asset prices affects operating results and asset values.
• Risks of digital asset transfer on BitGo’s platform, including potential loss of client assets and disputes.
• Regulatory uncertainty: Ongoing rule changes, uncertain asset security status, and potential for investigations, fines, or penalties.
• Identified material weaknesses in internal control over financial reporting; remediation underway.
• Complex global legal and compliance framework, especially as BitGo expands internationally.
• High level of RSUs vesting at IPO, requiring substantial funds for tax withholding and remittance.
• Potential market volatility and liquidity risks due to lack of prior public trading and technology sector fluctuations.

Growth Strategy: Expansion and Innovation

• Expand institutional client base globally, targeting major protocols, fintechs, and issuers.
• Product innovation: Enhance custody, settlement, trading, staking, and fund administration offerings.
• M&A: Acquisition of HeightZero, with future acquisitions possible (no binding agreements as of prospectus date).
• Invest in platform scalability, risk management, and compliance infrastructure.

Ownership & Lock-Ups

• Dual-class structure: Class A (1 vote/share), Class B (15 votes/share)
• Post-IPO: 106,704,394 Class A shares and 8,855,382 Class B shares outstanding
• Michael Belshe (co-founder/CEO) will control over 50% voting power, qualifying BitGo as a “controlled company” under NYSE rules
• Lock-up agreements: 180 days for directors, officers, selling stockholders, and major holders; phased release possible based on post-IPO price performance
• ESOPs: RSU net settlement and stock options exercised in connection with IPO

Valuation and Peer Comparison

No peer company metrics or sector P/E, P/B, EV/EBITDA, growth rates, or dividend yields are disclosed in the prospectus. As such, direct valuation comparison is not available within the provided data.

Research and Opinions

No external analyst coverage, institutional price targets, or explicit research opinions are included in the prospectus.

IPO Allotment Result

Final subscription outcomes by tranche are not disclosed in the prospectus.

Listing Outlook: Investor Assessment

Based on the prospectus, BitGo’s IPO is designed to appeal to institutional and retail investors seeking exposure to the digital asset economy via a proven infrastructure provider.

• The presence of top-tier underwriters and robust lock-up structure suggest a well-supported book and potential for orderly first-day trading.
• Company’s strong 2025 revenue growth, strategic use of proceeds, and product innovation point to a growth-driven story.
• Risks include sector volatility, regulatory uncertainty, and concentration of voting control.
• No dividend is planned, indicating a focus on reinvestment and expansion.
• Given the financials and deal structure, first-day trading strength appears likely, with the offer price (\$16.00 midpoint) providing a reasonable anchor.

Based strictly on disclosed facts, the IPO appears worth subscribing for investors comfortable with digital asset sector risks and seeking growth exposure. First-day price strength is projected, though subject to normal technology sector volatility.

Prospectus Access

Full prospectus and additional information are available at: www.sec.gov

Company information is also available at: www.bitgo.com