BITGO HOLDINGS, INC.

S-11 bitgoholdingsincforms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on September 19, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

2443 Ash Street

Palo Alto, CA 94306

(650) 847-0009

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael A. Belshe

Chief Executive Officer, Chief Technology Officer, President, and Director

2443 Ash Street

Palo Alto, CA 94306

(650) 847-0009

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box:☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold by us or the selling stockholders until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted by us or the selling stockholders.

Subject To Completion. Dated , 2025.

Shares

BitGo Holdings, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of BitGo Holdings, Inc. We are offering shares of our Class A common stock and the selling stockholders identified in this prospectus are offering 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 of the selling stockholders. It is currently estimated that the initial public offering price per share will be between $ and $ . We have applied to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the 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 will be 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 into one 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 control shares of our Class A common stock and shares of our Class B common stock, representing an economic interest in approximately % of our outstanding capital stock and approximately % of the voting power of our outstanding capital 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 equity awards held by Michael Belshe were exercised or settled and subsequently exchanged for an equal number of shares of our Class B common stock pursuant to the Equity Exchange Rights (as defined herein), then immediately following the completion of this offering, Michael Belshe would hold approximately % of the voting power of our outstanding capital stock. 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 the election 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 of the 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 such exemptions, 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 such governance 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 class structure 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 majority of 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 stockholder approval,” “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 of the 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 on any 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 are subject to such governance requirements” and “Management - Controlled Company Status” for more information.

See the section titled “Risk Factors“ beginning on page 27 to 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 or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters have the option for a period of 30 days to purchase up to an additional shares of Class A common stock from us at the initial public offering price less the underwriting discounts.

The underwriters expect to deliver the shares against payment in New York, New York, on , 2025.

Prospectus dated , 2025

TABLE OF CONTENTS

Through and including , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you and which have been filed with the Securities and Exchange Commission. Neither we, the selling stockholders, nor any of the underwriters take any responsibility for, and we can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of our Class A common stock. Our business, operating results, financial condition, and future prospects may have changed since that date.

i

For investors outside the United States: Neither we, the selling stockholders, nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

Unless otherwise indicated, the terms “BitGo,” the “company,” “we,” “us,” and “our” refer to BitGo Holdings, Inc. and our subsidiaries.

ii