01/21/2026 | Press release | Distributed by Public on 01/21/2026 20:05
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
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) |
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| 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) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Valor Digital Investments, LLC 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
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VALOR EQUITY PARTNERS VI L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
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VALOR EQUITY PARTNERS VI-A L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
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VALOR EQUITY PARTNERS VI-B L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
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Valor Equity Associates VI L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
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VALOR EQUITY PARTNERS IV L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
X | |||
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VALOR EQUITY PARTNERS IV-A L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
X | |||
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VALOR EQUITY PARTNERS IV-B L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
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Valor Equity Associates IV L.P. 320 N. SANGAMON ST. SUITE 1200 CHICAGO, IL 60607 |
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| Valor Digital Investments, LLC By: /s/ Antonio Gracias, Manager | 01/21/2026 | |
| **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 | 01/21/2026 | |
| **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 | 01/21/2026 | |
| **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 | 01/21/2026 | |
| **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 | 01/21/2026 | |
| **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 | 01/21/2026 | |
| **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 | 01/21/2026 | |
| **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 | 01/21/2026 | |
| **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 | 01/21/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares held of record by Valor Digital Investments, LLC - Series 2 |
| (2) | Shares held of record by Valor Equity Partners VI L.P. |
| (3) | Shares held of record by Valor Equity Partners VI-A L.P. |
| (4) | Shares held of record by Valor Equity Partners VI-B L.P. |
| (5) | Shares held of record by Valor Digital Investments, LLC - Series 1 |
| (6) | Each share of Series Seed Preferred Stock, Series B Preferred Stock, Series B-3 Preferred Stock and Series C-2 Preferred Stock will automatically convert into 1 share of the Issuer's Class A Common Stock immediately upon the closing of the Issuer's initial public offering and has no expiration date. |
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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. |
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