| Item 1. | |
| (a) | Name of issuer:
BITGO HOLDINGS, INC. |
| (b) | Address of issuer's principal executive offices:
101 S. Reid Street, Suite 307, PMB# 9793, Sioux Falls, SD 57108 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons:
(1) Valor Digital Investments, LLC
(2) Valor Equity Partners IV L.P.
(3) Valor Equity Partners IV-A L.P.
(4) Valor Equity Partners IV-B L.P.
(5) Valor Equity Associates IV L.P.
(6) Valor Equity Capital IV LLC
(7) Valor Equity Partners VI L.P.
(8) Valor Equity Partners VI-A L.P.
(9) Valor Equity Partners VI-B L.P.
(10) Valor Equity Associates VI L.P.
(11) Valor Equity Capital VI LLC
(12)Valor Management L.P
(13) Valor Funds Group LLC
(14) Antonio J. Gracias |
| (b) | Address or principal business office or, if none, residence:
The address of each Reporting Person is 320 North Sangamon Street, Suite 1200, Chicago, IL 60607. |
| (c) | Citizenship:
Each entity Reporting Person is organized under the laws of Delaware. Mr. Gracias is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
|
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See row 9 of the cover pages. |
| (b) | Percent of class:
See row 11 of the cover pages. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See row 5 of the cover pages.
|
| | (ii) Shared power to vote or to direct the vote:
See row 6 of the cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover pages.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover pages.
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 herein. 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. The inclusion of Mr. Gracias in this Schedule 13G as a reporting person shall not be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.
Percent of class set forth in row 11 of each cover page is based on the number of shares of Class A common stock outstanding as of May 7, 2026 (107,104,027 shares) as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)