When BTGO insiders can sell

LLC 234 Table of Contents on behalf of the underwriters, for a period of 180 days after the date of this prospectus (the "Lock-Up Period") we and they will not a) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Class A common stock, or any options or warrants to purchase any shares of Class A common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A common stock (collectively, the "Lock-Up Securities") b) engage in any hedging o…

Class A common stock to be outstanding after this offering 106,742,611 shares (or 108,512,611 shares if the underwriters exercise their option in full to purchase additional shares of our Class A common stock from us). Class B common stock to be outstanding after this offering 8,855,382 shares. Total common stock to be outstanding after this offering 115,597,993 shares (or 117,367,993 shares if the underwriters exercise their option in full to purchase additional shares of our Class A common stock from us). Voting rights Upon the completion of this offering, we will have two classes of common stock Class A common stock and Class B common stock.

(b) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or other disposition of the Lock-Up Securities, if then permitted by the Company, provided that none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period (except to the extent otherwise expressly permitted under the lock-up agreement) and no public announcement, report or f…

…s applicable to our directors and executive officers, the selling stockholders and our other stockholders are subject to certain exceptions, including the following (a) transfers of Lock-Up Securities (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or the laws of intestate succession, (iii) if the lock-up party is a natural person, to any member of the lock-up party's immediate family ("immediate family" means any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cous…

…ion in which we have been or are to be a participant the amount involved exceeded or will exceed $120,000 and any of our directors, executive officers, or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. Equity Exchange Rights Agreement On September 30, 2025, we entered into an Equity Exchange Rights Agreement with Michael Belshe, pursuant to which Michael Belshe will have a right (but not an obligation), to require us to exchange, for shares of our Class B common stock, any shares of our Class A common stock received by Michael Belshe upon the exercise or settlement of equity awards for shares of our Class A common stock (the "Equity Exchange Rights").

Digital assets that are pledged as collateral are custodied within segregated accounts on our platform and are subject to daily monitoring and margin requirements in accordance with the applicable loan or collateral management agreement. We do not rehypothecate or otherwise use client collateral for proprietary purposes. We collect management and monitoring fees in connection with collateral management services. Infrastructure-as-a-Service Solutions Stablecoin-as-a-Service Stablecoin-as-a-Service, which we launched in 2025, allows institutional clients to issue U.S.

At our request, the underwriters have reserved up to 1,182,160 shares of our Class A common stock, or 10% of the shares offered by this prospectus, for sale at the initial public offering price, through a directed share program to certain individuals and entities, including our officers, certain of our other employees and other individuals we identify. For more information on our directed share program, see the section titled "Underwriting—Directed Share Program." The underwriters expect to deliver the shares against payment in New York, New York, on January 23, 2026. Goldman Sachs & Co. LLC Citigroup Deutsche Bank Se…

…effect to the Capital Stock Conversion, the Option Exercise, the HeightZero Consideration and the RSU Net Settlement (each as defined below)), and excludes 5,792,879 shares of our Class A common stock issuable upon the exercise of stock options to purchase shares of our Class A common stock outstanding as of September 30, 2025 under our Amended and Restated 2018 Stock Incentive Plan (the "2018 Plan"), with a weighted-average exercise price of $1.14 per share (after giving effect to the Option Exercise), of which 1,500,000 shares will be exchangeable for an equal number of shares of our Class B common stock at the election of Michae…

LLC, on behalf of the underwriters, provided that we may release shares from such restrictions to the extent such shares would be entitled to release under the form of lock-up agreement with the underwriters entered into by our directors and executive officers, the selling stockholders and certain other holders of our securities as described herein. 235 Table of Contents The restrictions imposed by the lock-up agreements and market standoff provisions applicable to our…