BitGo Holdings Announces Merger to Acquire NYDIG IF Holdings

What Happened

• On August 27, 2026 BitGo Holdings, Inc. entered into an Agreement and Plan of Merger to acquire NYDIG IF Holdings LLC (the “Target”) from seller NYDIG IHC LLC via a two-step merger. The mergers will result in the Target becoming a direct, wholly owned subsidiary of BitGo. The parties expect closing to occur promptly after execution and the Target’s outstanding LLC interests will be cancelled at closing.
• Consideration includes $7,000,000 cash (subject to a holdback and customary closing adjustments), approximately $35,500,000 in BitGo common stock issued at closing, a contingent $10,000,000 cash payout upon a specified revenue milestone, and up to $5,000,000 cash plus additional Company stock tied to a second revenue milestone. BitGo also expects to grant transferred employees restricted stock units (target $5,000,000) and cash retention awards (target $5,000,000) that vest on achievement of the second revenue milestone.

Key Details

• Agreement date: August 27, 2026; 8-K filed August 28, 2026.
• Cash at closing: $7,000,000 (with customary holdback/adjustments).
• Stock at closing: Closing Consideration Shares with aggregate value ≈ $35,500,000.
• Contingent/earn-out: $10,000,000 cash at first revenue milestone; up to $5,000,000 cash plus additional shares at a second milestone.
• Employee incentives: RSUs and cash retention awards with target values of $5,000,000 each, vesting upon the second revenue milestone.
• Registration rights: BitGo agreed to file (at its expense) a registration statement to register the issued shares by the earlier of 180 days after closing or 5 days after BitGo becomes eligible to use Form S-3, and to use reasonable best efforts to have it declared effective on specified timetables.

Why It Matters

• The transaction legally brings NYDIG IF Holdings under BitGo’s ownership and creates immediate obligations in cash and newly issued equity, plus potential future cash and stock payouts if revenue milestones are met.
• Investors should note potential share dilution from the ~ $35.5M in closing stock and any additional shares tied to the earn-out, as well as short-term cash outflows and contingent future liabilities tied to milestones and employee awards.
• The Registration Rights Agreement means the shares issued to the seller will be registered for resale within defined timeframes, which affects liquidity for those shares once effective.

Keywords: merger, acquisition, BitGo, NYDIG IF Holdings, earn-out, registration rights, stock issuance, RSUs.