Rosa Del Mar

Issue 33 2026-02-02

Rosa Del Mar

Daily Brief

Issue 33 2026-02-02

Ipo As Distribution And Governance Tool With Material Fixed Costs

Issue 33 Edition 2026-02-02 7 min read
General
Sources: 1 • Confidence: Medium • Updated: 2026-02-06 16:59

Key takeaways

  • BitGo began IPO preparation in January 2025 and filed an initial confidential S-1 around September, iterating with SEC comments before flipping public ahead of the roadshow.
  • BitGo currently offers the Go Network for free as a strategy to bring clients into its ecosystem and drive usage of other services.
  • After a 2025 shift in SEC stance, BitGo expanded from about 10 assets to roughly 275 trading pairs.
  • BitGo allocated 25% of its IPO shares to retail investors via retail IPO platforms or aggregators.
  • BitGo views prime brokerage maturity as primarily a risk-management problem because it is difficult to ensure liquidity is real and executable during sharp market drawdowns.

Sections

Ipo As Distribution And Governance Tool With Material Fixed Costs

The IPO is described as strategically motivated by partnership frictions with traditional counterparties rather than capital need, while introducing a quantified fixed-cost increase (public-company overhead, insurance, audits). The timeline indicates long lead times and SEC iteration as core gating steps. This cluster supports a mental-model update that for regulated crypto infrastructure, 'going public' can be framed as a distribution/governance compatibility move, but it imposes measurable recurring costs that must be offset by incremental business.

  • BitGo began IPO preparation in January 2025 and filed an initial confidential S-1 around September, iterating with SEC comments before flipping public ahead of the roadshow.
  • BitGo priced its IPO at $18 after marketing an initial $15–$17 price range.
  • BitGo selected Goldman Sachs as lead underwriter partly due to an existing Goldman investment in BitGo dating back to 2018 and the desire to affiliate with a top-tier brand.
  • BitGo went public this week.
  • BitGo’s primary reason for going public was to make it easier for Wall Street and traditional long-lived firms to partner with BitGo by increasing transparency and governance compatibility.
  • BitGo’s required insurance spend increased by millions upon becoming public due to litigation risk despite the underlying business being unchanged.

Custody Plus Settlement Network Effects As A Response To Prefunding Counterparty Risk

The corpus links a specific risk mechanism (prefunding creates principal exposure to exchanges) to an infrastructure response: fiduciary/bankruptcy-remote custody plus an off-chain DvP settlement network integrated with multiple exchanges. Offering the network for free is presented as a funnel strategy, indicating adoption and network effects are being prioritized over immediate monetization for that layer.

  • BitGo currently offers the Go Network for free as a strategy to bring clients into its ecosystem and drive usage of other services.
  • Go Network is integrated with seven or eight exchanges globally and the number of integrated exchanges is growing.
  • Crypto exchange trading commonly requires pre-funding, creating 100% principal risk to exchange counterparties when moving bearer assets onto venues.
  • BitGo frames itself as infrastructure rather than a pure custodian, treating custody as a foundational layer for building higher-margin financial services.
  • BitGo provides a fiduciary-protected, bankruptcy-remote, segregated custody account structure.
  • BitGo’s Go Network enables instant, fee-free, off-chain delivery-versus-payment settlement between BitGo clients.

Regulatory Posture As A First Order Capacity Constraint On Product Scope

The corpus ties regulation to quantifiable changes in product availability (asset/pair count) and to management’s TAM estimates, implying policy can expand or compress addressable scope faster than product engineering alone. The before/after on trading pairs is a concrete example of regulatory posture directly determining offering breadth. The TAM doubling claim is explicitly contingent and remains unresolved.

  • After a 2025 shift in SEC stance, BitGo expanded from about 10 assets to roughly 275 trading pairs.
  • In 2024, BitGo limited U.S.-exposed trading to roughly 10 assets due to SEC regulatory hostility and built trading plumbing through jurisdictions including Hong Kong, Europe, and the Caymans.
  • BitGo’s total addressable market roughly tripled last year due to regulatory changes, according to Mike Belshe.
  • If the Clarity Act or similar regulatory clarity passes, Mike Belshe believes BitGo’s total addressable market could double again.

Retail Involvement In Ipos As A Measurable Demand Signal With Different Funding Mechanics

Retail allocation share and cash-backed ordering mechanics are described as meaningfully different from institutional ordering via credit lines, and retail demand is claimed to be very large. This supports a mental-model update that retail participation can be a distinct and potentially higher-integrity funding signal in primary offerings, but the corpus does not provide aftermarket outcomes.

  • BitGo allocated 25% of its IPO shares to retail investors via retail IPO platforms or aggregators.
  • Retail IPO participants typically lock up cash when placing orders, unlike institutions that place orders via credit lines.
  • BitGo saw retail IPO demand in the billions of dollars across platforms, exceeding the stock available to allocate to retail.

Credit And Prime Services Positioning Emphasizes Overcollateralization And Tail Risk

The corpus specifies conservative lending terms (250% collateralization) and frames prime brokerage as limited by stress liquidity realism. The lending sustainability claim is presented as an argued position rather than verified industry law. The mental-model update is that the binding constraint for crypto prime services is risk controls under drawdowns, not just connectivity or product surface area.

  • BitGo views prime brokerage maturity as primarily a risk-management problem because it is difficult to ensure liquidity is real and executable during sharp market drawdowns.
  • Mike Belshe argues that undercollateralized crypto lending is fundamentally unsustainable and leads to failure, and that overcollateralization should be calibrated by asset volatility and stress tests.
  • BitGo offers borrow-lend with loans that are 250% collateralized and structured as open-term lending.

Watchlist

  • Mike Belshe suggests European investor coverage was a potential gap in BitGo’s IPO syndicate planning and would be a point he would reconsider.
  • Belshe expects a political fight over disrupting banks and urges constituents to pressure lawmakers not to side with banks that return minimal interest to depositors.

Unknowns

  • What specific regulatory changes drove the claimed tripling of BitGo’s TAM, and what is the sizing methodology behind the TAM estimates?
  • What are the post-IPO measurable outcomes that would demonstrate the IPO actually reduced partnership friction (e.g., named tier-1 partners, conversion rates, revenue by customer segment)?
  • What is BitGo’s true economic net trading revenue and take-rate profile versus the gross revenue presentation required under GAAP?
  • What portion of BitGo’s public-company cost increase is recurring versus one-time, and how will it scale with revenue?
  • What are the adoption and usage metrics for the Go Network (active participants, settlement volumes, retention), and does free access measurably increase attach of paid services?

Investor overlay

Read-throughs

  • For regulated crypto infrastructure, IPOs can function as a governance and trust wrapper that reduces partnership friction with banks and tier one counterparties, but the strategy only works if incremental distribution gains exceed recurring public company fixed costs.
  • Regulatory posture is a first order constraint on product scope and TAM. The jump from about 10 assets to roughly 275 trading pairs suggests addressable opportunity can change faster from policy shifts than from engineering execution.
  • Free settlement network access can be used as a funnel to drive adoption and attach of paid custody and prime services, with network effects prioritized over near term monetization of the settlement layer.

What would confirm

  • Post IPO evidence that partnership friction fell, shown by named tier one counterparties onboarded, improved conversion rates, or revenue growth by customer segment that management attributes to public company status.
  • Clear disclosure of recurring versus one time public company cost increases, plus operating leverage where overhead grows slower than revenue and does not compress margins over time.
  • Reported Go Network adoption metrics such as active participants, settlement volumes, retention, and measurable attach rates into paid services relative to pre free network baselines.

What would kill

  • Public company overhead proves largely recurring and scales with complexity, preventing operating leverage and failing to be offset by incremental post IPO business wins.
  • Regulatory environment reverses or tightens such that asset and pair availability contracts, undermining the expansion from about 10 assets to roughly 275 trading pairs and calling TAM claims into question.
  • Go Network remains a free product without durable adoption, with weak activity or retention and no demonstrated increase in paid service attach, suggesting limited network effects.

Sources