BitGo Holdings Inc-A美股招股说明书(2026-01-23版)

Class A Common Stock This is an initial public offering of shares of Class A common stock of BitGo Holdings, Inc. We are offering 11,026,365shares of our Class A common stock and the sellingstockholders identified in this prospectus are offering 795,230 shares of our Class A common stock to be sold in the offering. Prior to this offering, there has been no public market for our Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stock by any ofthe selling stockholders. The initial public offering price per share is $18.00. We have been approved to list our Class A common stock onthe New York Stock Exchange (“NYSE”)underthe symbol “BTGO.”Upon completion of this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock (collectively, our “common stock”). The rights of the holders of Class A common stock and Class B common stock will be identical, except with respect to voting rights and conversion. Each share of Class A common stock willbe entitled to one vote per share. Each share of our Class B common stock will be entitled to fifteen votes per share and will be convertible at any time in accordance with its terms intoone share of our Class A common stock. For more information about our capital stock, see the section titled “Description of Capital Stock.”Upon the completion of this offering, and assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock, Michael Belshe, our Co- Founder, Chief Executive Officer, Chief Technology Officer, President and Director, will hold or have the ability to control0 shares of our Class A common stock and 8,855,382 shares ofour Class B common stock, representing an economic interest in approximately 7.7% of our outstanding capital stock and approximately 55.4% of the voting power of our outstandingcapital stock, which voting power may increase over time upon the exercise or settlement and exchange of equity awards held by Michael Belshe. If all currently outstanding equityawards held byMichael Belshewere exercised or settled and subsequently exchanged for an equal number of shares of our ClassB common stock pursuant to the Equity ExchangeRights (as defined herein), then immediately following the completion of this offering,Michael Belshe would hold approximately 60.5% of the voting power of our outstanding capitalstock. As a result, upon completion of this offering, Michael Belshe will have the ability to control the outcome of matters submitted to our stockholders for approval, including theelection of our directors and the approval of any change of control transaction. Further, we will be a “controlled company” within the meaning of the corporate governance standards ofthe NYSE, and we will qualify for, and may rely on, exemptions from certain corporate governance requirements thereunder. Although we do not currently intend to rely on any suchexemptions, we may do so in the future and if we elect to do so, you will not have the same protections as those afforded to stockholders of companies that are subject to suchgovernance requirements. See the sections titled “Risk Factors—Risks Related to the Offering and Our Class A Common Stock—Upon completion of the offering, the dual classstructure of our common stock will have the effect of concentrating voting control with Michael Belshe, who will have control over key decision making as a result of control of a majorityof the voting power of our outstanding common stock. This ownership structure will limit or preclude your ability to influence corporate matters, including the election of directors,amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholderapproval,” “Risk Factors—Risks Related to the Offering and Our Class A Common Stock—Upon the completion of this offering, we will be a “controlled company” within the meaning ofthe corporate governance rules of the NYSE and, as a result, will qualify for exemptions from certain corporate governance requirements. Although we do not currently intend to rely onany such exemptions, we may do so in the future and if we utilize any of the exemptions, you will not have the same protections as those afforded to stockholders of companies that aresubject to such governance requirements” and “Management - Controlled Company Status” for more information. See the section titled “Risk Factors“ beginning on page31to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discountsProceeds, before expenses, to BitGo