FORM 3
| Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Estimated average burden hours per response... 0.5 |
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| 1. Name and Address of Reporting Person * Valor Digital Investments, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
| 3. Issuer Name and Ticker or Trading Symbol BITGO HOLDINGS, INC. [BTGO] |
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below) | ||
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Beneficially Owned | |||
| 1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 282,771 | D (1) | |
| Class A Common Stock | 561,197 | D (2) | |
| Class A Common Stock | 11,615 | D (3) | |
| Class A Common Stock | 300,510 | D (4) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
| 1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series Seed Preferred Stock | (6) | (6) | Class A Common Stock | 229,502 | (6) | D (2) | |
| Series Seed Preferred Stock | (6) | (6) | Class A Common Stock | 4,763 | (6) | D (3) | |
| Series Seed Preferred Stock | (6) | (6) | Class A Common Stock | 122,878 | (6) | D (4) | |
| Series B Preferred Stock | (6) | (6) | Class A Common Stock | 9,201,725 | (6) | D (5) | |
| Series B-3 Preferred Stock | (6) | (6) | Class A Common Stock | 330,277 | (6) | D (1) | |
| Series B-3 Preferred Stock | (6) | (6) | Class A Common Stock | 627,672 | (6) | D (2) | |
| Series B-3 Preferred Stock | (6) | (6) | Class A Common Stock | 12,990 | (6) | D (3) | |
| Series B-3 Preferred Stock | (6) | (6) | Class A Common Stock | 336,107 | (6) | D (4) | |
| Series C-2 Preferred Stock | (6) | (6) | Class A Common Stock | 318,006 | (6) | D (2) | |
| Series C-2 Preferred Stock | (6) | (6) | Class A Common Stock | 8,387 | (6) | D (3) | |
| Series C-2 Preferred Stock | (6) | (6) | Class A Common Stock | 190,208 | (6) | D (4) | |
| Remarks: Valor Digital Investments, LLC ("Valor Digital") and Valor Equity Partners VI L.P., Valor Equity Partners VI-A L.P. and Valor Equity Partners VI-B L.P. (collectively, the "Valor VI Funds" and together with Valor Digital, the "Valor Funds") are the holders of record of the shares reported in the tables above. Valor Funds Group LLC is the general partner of Valor Management L.P., which is the managing member of (i) Valor Equity Capital IV LLC, which is the general partner of Valor Equity Associates IV L.P., which, in turn, is the general partner of each of Valor Equity Partners IV L.P, Valor Equity Partners IV-A L.P. and Valor Equity Partners IV-B L.P. that are the members of Valor Digital; and (ii) Valor Equity Capital VI LLC, which is the general partner of Valor Equity Associates VI L.P., which, in turn, is the general partner of each of the Valor VI Funds. By virtue of his positions with certain of the foregoing Valor entities, Antonio Gracias may be deemed to share beneficial ownership, as determined under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, over the shares of BitGo Holdings, Inc. held of record by the Valor Funds. Mr. Gracias disclaims beneficial ownership over the shares described herein except to the extent of his pecuniary interest therein. |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Valor Digital Investments, LLC 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| VALOR EQUITY PARTNERS VI L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| VALOR EQUITY PARTNERS VI-A L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| VALOR EQUITY PARTNERS VI-B L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| Valor Equity Associates VI L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| VALOR EQUITY PARTNERS IV L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| VALOR EQUITY PARTNERS IV-A L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| VALOR EQUITY PARTNERS IV-B L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| Valor Equity Associates IV L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 | X | ||||
| Signatures | ||
| Valor Digital Investments, LLC By: /s/ Antonio Gracias, Manager | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Valor Equity Partners VI L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Valor Equity Partners VI-A, L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Valor Equity Partners VI-B, L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Valor Equity Associates VI L.P., By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Valor Equity Partners IV, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Valor Equity Partners IV-A, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Valor Equity Partners IV-B, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO | 1/21/2026 | |
| **Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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