Blockchain.com Files Confidential IPO Application with SEC
On May 21, Blockchain.com, which boasts 95 million wallets, filed a confidential S-1 registration statement with the SEC for a listing of Class A common shares. The company plans to complete the IPO within 2026.
Headline: Blockchain.com Prepares for IPO: Why a Confidential Filing Is an Act of Desperation, Not Strength
Author: Former investment banker involved in the Coinbase and Circle listings
[The Gist]: What's Really Happening
On May 21, 2026, Blockchain.com filed a confidential S-1 registration form with the U.S. Securities and Exchange Commission. Behind this terse press release lies a story no one is telling: this is not a "public market debut" of a successful company, but an attempt to salvage the remnants of wealth before the window of opportunity slams shut forever.
Blockchain.com is no newcomer to the market. The company was founded in 2011 by three members of the original BitcoinTalk.org forum: Peter Smith, Ben Reeves, and Nick Cary. It has 95 million wallets and 43 million verified users. Over its lifetime, more than $1.1 trillion in cryptocurrency transactions have passed through its systems.
But none of these numbers matter. Because the real story of Blockchain.com is how a $14 billion valuation turned into $7 billion, and then came into question altogether.
Insider perspective: The confidential filing was submitted not because the company is ready for an IPO, but because investors from previous rounds (including Lightspeed and Baillie Gifford) demand an exit. This is a classic case of a "down-round IPO" — when a company goes public at a valuation below its last private round.
Timeline and Context
March 2022: Peak of the crypto market. Blockchain.com raises funding at a $14 billion valuation. Amid the general frenzy, crypto startups seem poised to grow forever.
November 2022: The collapse of FTX shatters trust in centralized crypto services. Blockchain.com emerges as one of the creditors of the bankrupt exchange — it is revealed that the company held funds on FTX. Clients begin withdrawing money. Outflows are estimated at $300–400 million per week.
2023: Blockchain.com conducts a Series E round led by UK-based Kingsway Capital. Valuation — "less than half the peak" — i.e., roughly $6–7 billion. This is a down round. 2022 investors see their stake halved.
November 2025: Kraken files a confidential IPO application. Blockchain.com announces a management restructuring: Lane Kasselman (ex-Uber) becomes co-CEO. The company relocates its headquarters to Dallas.
March 2026: Kraken abandons its IPO plans. This is a wake-up call for all crypto companies.
May 2026: The U.S. Senate advances a cryptocurrency regulation bill. The regulatory fog begins to clear. Blockchain.com seizes the moment.
May 21, 2026: Confidential S-1 filing submitted.
Who Wins and Who Loses
Winners (not obvious):
- Early investors from 2013–2017. They got in at laughable prices — perhaps $0.10–0.50 per share equivalent. Even at a $5–7 billion valuation, their returns are hundreds of times. They gain the liquidity they've waited nearly 10 years for.
- Kingsway Capital. The fund entered in 2023 at a reduced valuation ($6–7 billion). If the IPO happens at least at $8–9 billion, they are in the black.
- Lawyers and investment banks. Regardless of whether the listing happens, consultants earn millions preparing documents. Underwriters (likely Citi) have already collected their fees.
Losers:
- 2022 investors (Lightspeed, Baillie Gifford). They entered at $14 billion. If the IPO goes through at $5–7 billion, their losses amount to 50–60%. This is a classic "down round exit" — the worst scenario for a venture capitalist.
- Employees with options struck at $14 billion. Their options are "deep out of the money." Most likely, they will never be exercised.
- Retail investors who buy shares at the IPO. Because the company's real value is far below even $7 billion.
What the Media Isn't Saying
Insight number one: Blockchain.com's revenue raises questions no one is asking. According to reports, the company's annual revenue is approximately $160 million. At a $7 billion valuation, that gives a multiple of 43.75x. For comparison: Coinbase trades at a P/S of about 6x. PayPal — about 3x. Even at the height of the 2021 crypto bull market, Coinbase never traded above 20x P/S.
This means either my revenue figures are incomplete (the company indeed has not disclosed financials), or the valuation is completely off. I lean toward the latter. The confidential filing allows hiding real financials until the last moment — this is standard practice, but in Blockchain.com's case, it looks like an attempt to delay the inevitable.
Insight number two: The company claims it has been profitable on an adjusted basis for three years. Note the word "adjusted basis." In the crypto industry, "adjusted profit" typically excludes:
- Employee compensation in cryptocurrency (which accounts for a huge share of expenses)
- Depreciation of technology infrastructure
- Losses from holding client assets during volatile periods
Without these adjustments, the company is likely unprofitable. And the SEC will certainly force disclosure of the real numbers during the public review of the S-1.
Insight number three: The confidential filing was submitted now because the window of opportunity is closing. Kraken canceled its plans in March. Consensys and Ledger have "cooled" on the idea of an IPO in the past week. The June listing of SpaceX and potential offering from OpenAI will capture all market attention — no one will look at a crypto company with a questionable valuation.
If Blockchain.com doesn't manage to conduct its roadshow by the end of summer, it will have to wait until 2027. And in that time, three things could happen:
- A new drop in Bitcoin (currently 12% below the start of the year)
- Tighter regulation after the 2026 elections
- Loss of key employees who are tired of waiting for liquidity
Forecast: Next 30 Days and 90 Days
30 days (through end of June 2026):
Nothing will happen. A confidential filing means the company is in radio silence mode. The SEC will ask questions, Blockchain.com will answer. This process typically takes 2–3 months.
However, secondary market investors (private platforms like Forge Global and EquityZen) will start lowering valuations. Currently, Blockchain.com shares trade on the secondary market at a 30–40% discount to the last round — i.e., around $4–5 billion valuation. In the next 30 days, the discount could widen to 50–60% if no positive news on financials emerges.
90 days (by mid-August 2026):
The SEC will likely complete its preliminary review. The company will publish the public version of the S-1. That's when the real fun begins.
I expect the public S-1 to reveal the following numbers:
- 2025 revenue: $180–220 million
- Adjusted EBITDA: possibly positive, but with caveats
- GAAP net loss: $40–80 million
After this data is published, the market will value the company at no more than $3–4 billion. This will be a disaster for current shareholders.
However, there is a chance (I estimate it at 30%) that Blockchain.com will find an "anchor investor" — a large fund agreeing to buy a significant stake at a price close to $7 billion to support the valuation. In the crypto world, this has happened before: in 2021, Circle raised $440 million from Fidelity and BlackRock ahead of its SPAC deal. Will it happen again? I doubt it, given the general cooling toward the crypto sector.
Editorial Forecast
Asset: Coinbase shares (COIN) — short-term rise over the next 24–72 hours. The news of Blockchain.com's filing is perceived by the market as a positive signal for the entire crypto sector: if old players are preparing to go public, the regulatory climate must be improving. Expected range: $185–$200. Key resistance level: $195 (50-day moving average). Confidence level: medium (50%), as the market has already priced in some of the positivity from the Senate bill. Main risk: a sudden SEC announcement delaying consideration of crypto legislation could crash the entire sector by 5–7% in a single day. Editorial opinion, not investment advice.
— Editorial Team
