Bitwise Bitcoin ETF Files 8-K with Material Agreement Details

TL;DR

Bitwise Bitcoin ETF filed an 8-K on Aug 27th detailing a material agreement. Check financials & exhibits.

AI Summary

On August 27, 2024, Bitwise Bitcoin ETF filed an 8-K report detailing its entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. The company, previously known as Bitwise Bitcoin ETF Trust, is incorporated in Delaware and headquartered in San Francisco, California.

Why It Matters

This filing provides crucial updates on significant agreements and financial information for the Bitwise Bitcoin ETF, impacting investors' understanding of the fund's operational and financial status.

Risk Assessment

Risk Level: low — This is a routine 8-K filing reporting on a material agreement and financial statements, not indicating any immediate operational or financial distress.

Key Numbers

• 001-41902 — Commission File Number (Identifies the ETF's registration with the SEC)
• 83-6613214 — IRS Employer Identification No. (Tax identification number for the ETF)

Key Players & Entities

• Bitwise Bitcoin ETF (company) — Registrant
• August 27, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• San Francisco, California (location) — Business Address City and State
• Bitwise Bitcoin ETF Trust (company) — Former Company Name

FAQ

Filing Documents

• bitb-20240827.htm (8-K) — 40KB
• bitb-ex99_1.htm (EX-99.1) — 28KB
• 0000950170-24-102165.txt ( ) — 186KB
• bitb-20240827.xsd (EX-101.SCH) — 24KB
• bitb-20240827_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On August 26, 2024, Bitwise Bitcoin ETF (the "Bitwise Trust"), Bitwise Investment Advisers, LLC, the sponsor of the Bitwise Trust (the "Bitwise"), Osprey Bitcoin Trust (the "Osprey Trust") and Osprey Funds, LLC, the sponsor of the Osprey Trust ("Osprey", and collectively, the "Parties"), entered into an Asset Purchase and Contribution Agreement (the "APA"). Pursuant to the APA, the Osprey Trust will sell all its owned bitcoin (the "Purchased Bitcoin") to the Bitwise Trust in exchange for shares of beneficial interest (the "Consideration Shares") of the Bitwise Trust. The Purchased Bitcoin will be valued at a per bitcoin price based on the CME CF Bitcoin Reference Rate – New York Variant. The Consideration Shares will be valued in accordance with the procedures set forth in the Bitwise Trust's Registration Statement on Form S-1 (File. No. 333-260235) to establish its net asset value. As a condition to closing the transactions contemplated by the APA, the Osprey Trust will adopt a Plan of Dissolution and Liquidation that provides for the dissolution and liquidation of the Osprey Trust following the sale of its bitcoin to the Bitwise Trust. After providing for the payment or discharge of all liabilities and obligations of the Osprey Trust, the Osprey Trust will distribute the remaining Consideration Shares to its Unitholders in a liquidating distribution. Bitwise expects the transaction contemplated by the APA to close in the fourth quarter of 2024. The APA contains customary representations, warranties and covenants, and provides for customary indemnification obligations by the Parties. The closing of the transaction contemplated by the APA is subject to customary closing conditions, including that the Consideration Shares be registered with the Securities and Exchange Commission pursuant to an effective Registration Statement. The foregoing is a summary of the APA only, and is subject to, and qualified in i

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On August 27, 2024, the Parties issued a joint press release announcing the execution of the APA and the transactions contemplated thereby. A copy of the press release is furnished as Exhibit 99.1 hereto. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits 99.1 Press Release, date August 27, 2024, issued by the Sponsor 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Bitwise Investment Advisers, LLC, as Sponsor of Bitwise Bitcoin ETF Date: August 30, 2024 By: /s/ Hunter Horsley By: Hunter Horsley President (Principal Executive Officer) * The registrant is a trust and the persons are signing in their capacities as officers or directors of Bitwise Investment Advisers, LLC, the Sponsor of the registrant.

View Full Filing

View this 8-K filing on SEC EDGAR