Preparing to Take a Bitcoin Company Public | Bitcoin 2026

All right, welcome everyone. We'll get started. My name is Annie Pets and I'm a partner at Reed Smith and I am here to moderate this panel. Uh we've got a great lineup for you. A lot of different perspectives on uh going public in the in public company and operating as a public company. So I will let our other panelists uh introduce themselves and tell me about their company quickly. >> Hi, I'm Jody Metler. I'm the chief operating officer of BKO and also the president of our custody business. Um, BICO is a digital asset infrastructure company. We've been around since 2013. We actually had the amazing opportunity to take it public earlier this year. So, I'm really excited to be here. Jonathan Kirkwood, uh, co-founder of 1031, an investment platform that invests in businesses that touch Bitcoin. Um, we invest in companies that range from preede to public and also do credit. So, anything from mining, mining related infrastructure, financial services, security hardware, uh really anything that touches Bitcoin to help push the space forward. >> David Lang, I lead risk advisory at Weaver. Um, most of my career has been working with companies on IPO readiness, audit readiness. Uh, I've also worked with a lot of companies that are already public but having some sort of audit or regulatory issue. Um, I'm not an auditor. I speak auditor. Uh I also speak normal people. Um so happy to share my perspective. >> You're the translator. Uh all right. Well, let's get started. Uh pros and cons of being a public company. Jody, this one's for you. What what has changed in your day-to-day? Uh you know, apart from getting an influx of cash. >> Well, the cash was nice. Um the day-to-day hasn't really changed. I think it's evolved. So, we've always been a growth company. We've always been working towards, you know, what is how to build this community, the Bitcoin community, the digital asset community. And what's changed since being public is that I think in our employees in general understand that their work directly impacts the value of our business and what we're producing out there. And to have that as a a public company and not just a private company where you feel like you're working behind the scenes, that's really what's evolved with us. And what I mean tell me about some of just like the cost perspective that you probably answer this too. Um but David from an auditor's standpoint you know talk about the cost of ongoing public company. >> It's there um >> and it sucks. >> It really depends as well on the state and maturity before you go public. I mean to layer on what Jod was just saying, when you're public, you answer to the SEC and their whole mandate is all about protecting the investor. And that's done through transparency, reliability, which are things that sound fine in the abstract, but until you actually live it, you don't understand how much that truly can impact your day-to-day operations. you know, starting with the moment you want to file an S1, you have to have two years of audited financials. And if you haven't been through that before, the level of documentation, the number of extremely detailed questions, just the number of conversations you get pulled into, it's shocking to a lot of companies that aren't ready for it. Um, and that's that's just the entry fee. You now get to do this every year from now on until you become private again. Um, and it it just doesn't go down from there. I think something that a lot of companies aren't aware of that that are less mature, their auditors actually get audited as well. Um, and it all goes back to that point of the SEC wanting to protect uh the investors. And so each year these auditors audit your auditors. They have findings. It impacts how they audit you. All with a goal so that what's being reported can be relied upon by investors. I think something to think about too if you are if anybody in the crowd is considering you know going public the one of the bigger issues that we run into with timing is when you if you've had a lot of recent acquisitions um in the last two years depending on the size of the acquisitions you may need audited financial statements for the companies you've acquired or for the businesses so that that always surprises people so keep that in mind Jonathan this one's for you know I think with private credit and I think the the an earlier panel talked about this but with private credit you know there's a lot of um I think there's a lot more opportunity where you know traditionally people just looked for the public the public uh markets as their opportunity I mean is there I guess I would like your input on on companies and and maybe it is better to stay private >> I mean the best answer is always it depends being >> sound like a lawyer. >> Yeah. >> Being public, you know, there's always the, let's say, the elusive, you know, deep liquid capital pools that you're going to be able to access. Um, they're there and you have to find them. Public markets is really, think of it as an amplification. So if you're a great company, if you're producing significant revenues and cash flow, then yes, you have these audited financials, you have the transparency. Um, private capital or private lenders are more willing to take on the risk to provide you the capital. That that's absolutely true. Um, on the counter to that, if you're a company that is looking to the public markets to try to find the capital because you don't have a like overwhelmingly thriving business, like you're going to starve. So, you should stay private at that time and and work on on your business. Now, there are phenomenal businesses that are private and are huge like a Coke or a Cargill. So you don't necessarily have to be public to be gargantuan, but when you are in the public markets, having that transparency um is you're just better able to underwrite the risk in order for someone to provide you capital for growth. >> So going public is expensive. It takes a lot of time, but there's also a lot of um I think unique risks and considerations to think about when you're in this space. Um Jody, would you talk to us a little bit about you know what makes it harder to go public in this space versus maybe some of the other industries? >> Yeah, I mean the process is still the same, right? So we're we're still held to all of the the things we've just talked about here. Um, what makes it harder for anybody in this space is you have to explain what you do. And the people on the other end that are investing in you, that are are going to support you, who are who are going to be your analysts need to understand what you do. And it is explaining and reexplaining and and people that don't understand digital assets, they don't understand Bitcoin, having those conversations repeatedly is one of the biggest challenges. And postpublic, it's it's a continued conversation. you're going to have to continue to reexlain to people. Some people in the retail side of it, they absolutely get it, right? They're the ones following us. They're the ones buying it on Robin Hood. But it's the the institutional investors that you have to continue to reexlain what you do. Even if it seems simple to you, it they need to understand it to want to invest in you. And >> David, talk to us about from an accounting standpoint, you know, how this industry is a little bit trickier than others. I'd probably give the same answer as Jod. It's be it really comes down to this is still very much an emerging area. So on the company's side, there's a lot of very smart people that also many of them had very fortunate timing. And so they, you know, there's just been this period of very rapid explosive growth where the maturity of their operations hasn't kept pace. And so there's this big disconnect between, you know, what they look like maybe from a numbers standpoint versus how they can actually operate and can they stand up to that public level of scrutiny. On the other side of the same coin, um, from an audit standpoint, it's still an emerging area there as well. You know, that's gotten better in the last year or two, but a lot of these audit firms, you'll be working directly with their national office because this is a space that a lot of partners are, they're learning it as they go. they're having to decide how they audit it as they go. And so again, trying to explain to people what should I care about and why, where is the risk really, it's a conversation that you have repeatedly. And depending on who you're working with, it can go very different directions. So that's really what I think separates this particular sector. And I mean the from a regulatory perspective uh the the people making the rules don't always move quickly and there you know the rules themselves don't always um Bitcoin and crypto doesn't really fit neatly into the rules right now and so we're all waiting for a lot more to come and I think they've there's been a lot of movement in the last you know five years uh from that standpoint but it's hard you know from a public public company perspective to try to get it right when there aren't direct rules, you know, you're getting a lot of we've recent SEC guidance. Um, you can look at what other companies have done to see sort of how, you know, the SEC might have viewed something, but you know, until you have actual rules that are applicable and make sense, you are in a bit of a limbo, which can which can complicate things in this industry. So, how do you know you're ready? What what does a company and David this one's for you to start out. What do you what do you look for or what what are your first sort of set of guidance and and initial discussions with a company that's considering going public? >> So from an audit standpoint, are you audit ready? I mean it's that simple. Um but let me talk about the concept of what audit ready actually means. I think if I say audit, most of you probably know you have this idea that there's this set of financials. An auditor has come in, beat it up, and said that at least to a material level, yes, these are accurate. They've gone through and beat up what has happened. That is true. That's what you get to do every year. The neat part is when you're public now, you're also responsible for what could happen, whether it did or did not. You are expected to have a set of processes, internal controls in place that would prevent something significant from going wrong. Whether that's an error, a fraud, intentional, unintentional, doesn't matter. Um, and this is to the extent that once you hit a certain size, that actually becomes part of your audit. So your auditor, they come in, they beat up your financials, but then they also beat up your processes, they beat up your governance because they have to sign a second opinion saying that they agree or don't agree on do you have the right things in place. And so that's a bit of a paradigm shift for a lot of companies. You know, we're not just looking backwards. We're also being held accountable for what could happen. Um, most companies when they go public, they don't start at that size. But every company, regardless of that, every quarter, the executive officers, typically the CEO, the CFO, they're required to sign a disclosure that says yes, we have these processes in place. Yes, we've evaluated them. Yes, they're effective, or no, they're not. And then if they're not, here's what's wrong. And then they have to disclose for investors publicly with the SEC, you know, where they have these big weakness areas. And what I'd highlight there and why I bring it up really is yes, you're signing for the company's financials, but you're signing with your name. And there's personal liability here. So what tends to go into the headlines or when we have these major fraud cases or there are major errors, but if you go look it up, there's a lot of cases where individuals have had to pay steep SEC fines. they have been barred from serving in a public company. They've in some extreme cases had to go to prison and it's because one of these things that they signed off on came out to not be accurate and it had nothing to do with anything actually going wrong. There was no fraud. There was no mistake but they signed their name that they did these things and it came out later that they didn't. So when I think of audit readiness, it's you have processes, you've closed that maturity gap so that one, you are auditable, but from both sides of the equation that you can sign these things and have work to support it, and then you have governance on top of it to run that. And so that's why companies like BitGo, I mean, they're in a very good position to go public. Um, there are others that are on the other side of the spectrum. So, little bit of a long answer. >> Yeah, I'll I'll go for maybe a little bit more of a fun answer on why or when companies should go public. And you know when we uh you know put the the deal together for fold to be able to be the first pure play public bitcoin company um two and a half years ago. We did that because it was a catalytics uh transaction for fold. Uh the you know the business had been around for six years. It was doing well. It was generating a decent amount of revenue. uh but you know it was a Bitcoin company. It had operated with Bitcoin and this was back in 2023. Now that it is a public company, it is transparent. It has to report every quarter, you know, the doors that we can knock on, the doors that are being open, the rooms that we are in and the discussions are night and day difference. And so instead of us trying to get into a Fortune 100 to talk about a loyalty program, like we're like we're being contacted to come and meet them, our um our board is well connected and you know those connections allow us to sell, you know, Bitcoin as a reward to other businesses that would never have taken us seriously if we were simply still a private company um offering the same product. >> Yeah, I would absolutely agree with that. Um so Bitco has been around since 2013. We had done several raises, capital rounds. So it wasn't about capital or or raising money for us. It was we had met we we had matured to that state where we wanted to give our clients that transparency. Our financials would be transparent to everyone. They know that we've reached those, you know, regulatory benchmarks that they needed to be. And it absolutely it opens the doors to to companies that wouldn't touch somebody that was private just because not even just because they didn't understand it, but because they didn't understand or have visibility into the financials to that company. >> I think when you're going through this process, you know, one of the first people advisers you talk to are going to be the bankers. um plug for our friends at all the banks and uh that's it's really important because they will help give you sort of that real perspective um on valuation on size you know how how likely you're able to um to to go public or if they think you need to grow or develop a little more expand so they give a lot of good insight on that and that's why it's one of your first adviserss how how early were you guys working on I mean financials operations disclosure >> you know we we had an interesting journey so from the time we made the decision to go public to when we actually went public was less than a year which is pretty abnormal in in the space again we were very mature been around for a while we've had audited financials we're also heavily regulated in other areas so we've had these audited financials for a while but we still you know we took a look at our company. We doubled the size of our finance team. We needed we knew what was coming. We needed to understand that. So, we'd always been heavily focused on R&D and growing the business. And we still are. But then we know we needed to shore up those ancillary services or functions, whether it's risk or finance or internal audit to be able to do this. >> With Fold, the timing was less than six months. And just going back to I mean we mentioned timing multiple times like when when the window of opportunity is available you go head first and we saw that was happening with the change in the administration. We had a a company prior grid infrastructure that took over 24 months to get through the regulatory get through the SEC process because of the Biden administration that had just putting up roadblocks. And so with the change in the administration, we saw the opportunity that fold could get through and so we were able to get Fold through uh within 6 months doing our our two years of of audits. >> Yeah, just to add on to that because I I think it's super interesting that the regulatory regime or the administration is super important. Um so we you know we started we did about a year just under a year but we also faced an SEC shutdown when the government shut down. So we would have gone even earlier the government not shut down and we couldn't actually get you know the stamp of approval to go public. So it's a challenge. The timing has to be almost perfect in order to get this through. >> I mean we were we had to wait for the inauguration to happen for the signature of the last um whatever filing that was uh to to be done so that we then could flip. Well, and you know, we we got paused by the government shutdown and then during that time they had 90 other applications coming through or even more than that. So once they reopened, they were going through those applications and then it's fourth quarter and very few people go public in fourth quarter. So we paused it to go later. So again, there's just a lot with timing regardless of the industry you're in. But um that's super important. I would just I'd reemphasize what both um they've said about timing and public uh readiness because you need to have the audits done whether or not you're going to consider to go public in one year, two years or three years, it's better to be ready so that you can go head first through that window. Otherwise, you know, like bit I mean Bitcoin is obviously extremely cyclical and with the polit with the political nature of you know the the the US government you do not know when that o that window is going to open again and so if you're not out then it could be four years it could be six years and then you that large opportunity cost of not being in the public markets not being able to get in the rooms because of you large corporate America doesn't want to interact with a private company will just inhibit the ability of your business to grow and develop. >> Yeah, that's a good point. There are there are a lot of outside factors and and market stability um or or trying to avoid the volatility can have such an impact on when you're trying to launch and price your IPO. And so to your point like you want to have everything in place so that if there is a window you can go um you have to deal with financials going stale then you have to update the you know the next um your your next filing for the new financials you've got windows where you know they basically say all the investors have you know disappeared and they're um on summer break or you know in late December you start to lose that window. So, uh, it is in it is important. You really do have to plan pretty far ahead. So, Jonathan, when you're evaluating a Bitcoin company, um, for public market viability, you know, what are the things that really stand out to you or that you look for? I mean this is I mean probably just typical of of investing. You know, is the the the market opportunity there in size that you know, maybe not initially, but over the next 3 to 5 years that the overall market will see it as, you know, viable and there's a 100x,000x opportunity to to put capital behind because I mean the public markets is a very fickle, emotional being that your company may be really well in growing, you know, 50% year-over-year and have a sizable Bitcoin treasury, but your company's not valued at at literally anything. So, you have to just be the the fortitude to to withstand that. Um, and that's a that's a special uh skill set that not every CEO that or founder that's building a business. Uh the next is you know is the uh how's the the the operations of the actual business what are the kind of the the checks and balances that you know are there to you to make sure that you meet the audit readiness because if you do not have the right you know finance people there like you could be delayed significantly trying to pass an audit and if you don't pass an audit or if you get a going concern like then you're just permanently um impairing your business. >> And that's what I see in my world. It can really impact just the dumbest accounting questions can significantly impact deal velocity. And that honestly applies whether you're doing a private, you know, not going public, it's some sort of acquisition or merger. Getting those things in a row, it that's important before you even approach the deal. So, David, talk to me about the the focus that the SEC and auditors have um for a Bitcoin company or or somebody in the crypto space. So, I mentioned that there are some areas that auditors are still figuring out and that's not necessarily because there's problems there, but there's a little bit of how do we want to approach things like custody and safeguarding assets, proving ownership. Um, there's some things with cuto off and timing evaluation, but really the things that I see are the same problems I see in every firstear public company in any industry. It all comes down to your technology, the information and data you're using to run the company and the decisions that you're making and can you support those. Um when you add the element of those things needing to be fully auditable meaning you have documented all of this in a way that an auditor can come along 10 months later go through and understand you know here's this area of judgment here's everything I considered here's why I considered some things and not others here's where I landed and there's a clear trail for them to follow so that they can say yes a reasonable person would reach the same conclusion it's just a it's very bureaucratic and most companies aren't used to this level of documentation, this level of rigor, this level of being completely questioned to death. Um, and so that's why those three things, they just pop up at least one if not two and sometimes three are in almost every first year audit and they're so foundational to how a company is run. They end up turning into some issue that ends up needing to be disclosed. So, >> anything to add, Jody, since you've recently been through this? I mean everything he just said I the the experience we had is exactly that right we are four months out from going public these are the questions that we're hearing these are the the you know fundamentals that Io was prepared for but even if you're prepared as much as you think you are um making sure that the auditors have the confidence in the data the management the decisions um is going to help a lot. But you know, >> it used to be good enough that you hired competent people and you relied on their judgment, their professional experience. >> You know, there was a big explosion in regulatory, I don't know, intensity is maybe the right word over the last decade, but now they're the auditors are being forced to audit things that historically you could rely on judgment. You could point to why this person is qualified. Yeah. >> Now it's no proving and proving judgment is a very complicated thing to do or can be. >> Absolutely. >> And I mean that's really from the audit perspective which is part of the process but you know really more of an internal um process that you need. The SEC when you're going through the IPO process the SEC has a legal review team an audit review team and then in this industry they have their own crypto review team now. Um, so you have sort of different parties even within the SEC that are focused on this um that have questions and so you really do get from a regulatory standpoint you get questions from all sides. >> Yeah. And the great thing is um good or bad I guess the SEC also is willing to have those conversations. If they don't understand they want you to explain it. They might it might actually delay the process in some ways. So, you know, you want to make sure it's very clear, but if they they learn for something from you, they will take it back and decide if that is, you know, a standard they want to set. But I I'm more than happy to have those conversations for people to be able to move forward in the process. >> So, this one's for all of you. What is the single most common mistake you see Bitcoin companies make when they're starting this process? >> Underestimating the the people. um investment in this, right? I I we went through the process last year and you're double hating a lot of people to get this done while they're doing their day job. And really underestimating that is probably the biggest thing I would say is people are not aware of you. If you have people and you want to get this process done and you want to do it well and get it done fast, you need to invest in the people to do it that aren't just doing this as a side job. I would say a highly overrated sense of optimism that it's going to happen. I mean there's the I mean yes the SEC you know can be helpful but they can also send back uh you know statements on let's let's change the comma in this one location. So that is just that's simply just with the filing or labeling of the product that you're selling which is your equity but the over sense of optimism that your team is um public ready with the with financials uh controllers and the other entities that are required for uh getting that uh that company public. >> I mean you both just stole my answer. It's really having a team in place that has been through this before. And that applies to the auditor as well. You know, don't treat it like a procurement exercise. Make sure you're partnering with people that have actually been through this and been through this in this space. It makes a world of difference in what you end up paying in the long term. >> Yeah. Even if your internal team hasn't gone through the process, you know, having the right bankers, the right legal counsel, plug for myself, and the right auditors is a is a very big um help because, you know, I do this every day. I talk to clients through this process every day. And so, you know, having somebody that has that experience that can help calm you, can help push things along when you need, can tell, you know, can can tell you, listen, this is the SEC. We we have to wait. you know, we're at their mercy, but here's things we can do. So, just having those sort of advisors, I think, are really important if you don't, you know, if you don't have people internally that have done that before. Yeah, we become best friends. I talk I talk to my clients every day. We're in this process. So, what should a company actually start that's starting to prepare? What should they do? >> Oh, we're out of time. >> Well, I'll say really >> leave you We're going to leave you hanging. I'm just going to say one a couple words maybe each of us. You just need to plan. You need to plan this out and not underestimate the effort that's going to be. >> Teamwork makes dream work. >> I can't say anything better than that. >> Thank you all. Every year this community comes together to celebrate, to debate, to build what comes next. And every year the stage gets bigger. Sound money center stage. So, where do you go to celebrate the next chapter in Bitcoin history? You come home. Nashville, July 2027.