Bitwise Bitcoin ETF Files Amendment No. 5 to Form S-1

TL;DR

<b>Bitwise Bitcoin ETF has filed Amendment No. 5 to its S-1 Registration Statement on January 9, 2024, indicating a continuous offering of its securities.</b>

AI Summary

Bitwise Bitcoin ETF (BITB) filed a Amended IPO Registration (S-1/A) with the SEC on January 9, 2024. Bitwise Bitcoin ETF filed Amendment No. 5 to its Form S-1 Registration Statement. The filing was made with the SEC on January 9, 2024. The company's principal executive offices are located at 250 Montgomery Street, Suite 200, San Francisco, California. The ETF is registered under the Securities Act of 1933. The filing indicates the securities are offered on a delayed or continuous basis pursuant to Rule 415.

Why It Matters

For investors and stakeholders tracking Bitwise Bitcoin ETF, this filing contains several important signals. This amendment signifies ongoing efforts by Bitwise to offer its Bitcoin ETF, suggesting continued market interest and regulatory engagement. The continuous offering structure implies the ETF is actively seeking to attract and retain investors in the spot Bitcoin ETF market.

Risk Assessment

Risk Level: low — Bitwise Bitcoin ETF shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard procedural step for ETFs and does not indicate significant new risks.

Analyst Insight

Monitor future amendments and SEC filings for updates on the Bitwise Bitcoin ETF's offering and performance.

Key Numbers

• 5 — Amendment Number (Amendment No. 5 to FORM S-1)
• 333-260235 — Registration Number (Registration No. 333-260235)
• 2024-01-09 — Filing Date (Filed as of date: 20240109)
• 1933 — Securities Act Year (Securities Act: 1933 Act)
• 415 — Rule Number (Rule 415 under the Securities Act of 1933)

Key Players & Entities

• Bitwise Bitcoin ETF (company) — Registrant
• Securities and Exchange Commission (regulator) — Filing body
• January 9, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Bitwise Investment Advisers, LLC (company) — Principal executive offices and service of process
• Chapman and Cutler LLP (company) — Copies to counsel
• Richard Coyle (person) — Counsel
• James Audette (person) — Counsel

Forward-Looking Statements

• The Bitwise Bitcoin ETF will receive SEC approval for launch in Q1 2024. (Bitwise Bitcoin ETF) — high confidence, target: 2024-03-31
• The launch of the Bitwise Bitcoin ETF will contribute to increased institutional investment in Bitcoin. (Bitcoin) — medium confidence, target: 2024-12-31

FAQ

Risk Factors

• Registration Statement Requirements [low — regulatory]: The filing is an amendment to a registration statement, indicating ongoing compliance with SEC requirements for public offerings.

Key Dates

• 2024-01-09: Filing of Amendment No. 5 to Form S-1 — Indicates ongoing registration and offering process for the Bitwise Bitcoin ETF.

Glossary

Form S-1

A registration statement filed with the SEC by companies intending to make a public offering of securities. (This filing is an amendment to the S-1, showing the ETF's ongoing process to register its shares for public sale.)

Rule 415

Allows securities to be registered for delayed or continuous offerings. (The ETF is utilizing this rule, indicating it plans to offer its shares over time rather than in a single event.)

Key Financial Figures

• $46,962.28 — uo;). On January 8, 2024, the BRRNY was $46,962.28. The Trust will pay to the Sponsor a
• $1 billion — ive the entire Sponsor Fee on the first $1 billion of Trust assets. When the Trust creat
• $200 — eed Capital Investor agreed to purchase $200 in Shares on November 9, 2023, and on N
• $50.00 — ery of 4 Shares at a per-Share price of $50.00 (the &ldquo;Seed Shares&rdquo;). The $2
• $2,500,000 — chase the initial Baskets of Shares for $2,500,000, at a per-Share price of $25 for these
• $25 — for $2,500,000, at a per-Share price of $25 for these 100,000 Shares (the &ldquo;Se
• $200 million — est in purchasing an aggregate of up to $200 million of Shares in this offering from Authori
• $1.0 billion — o; upon the earliest of (i) when it has $1.0 billion or more in annual revenues; (ii) when i

Filing Documents

• bitcoin-s1a_010924.htm (S-1/A) — 1387KB
• ex107.htm (EX-FILING FEES) — 18KB
• bitcoins1a001.jpg (GRAPHIC) — 6KB
• bitcoins1a002.jpg (GRAPHIC) — 3KB
• 0001999371-24-000248.txt (&nbsp;) — 1419KB

Risk Factors

Risk Factors 10 BITCOIN, BITCOIN MARKET AND REGULATION OF BITCOIN 53 THE TRUST AND BITCOIN PRICES 62 Calculation of NAV 68 ADDITIONAL INFORMATION ABOUT THE TRUST 70 The Trust&rsquo;s Service Providers 75 Custody of the Trust&rsquo;s Assets 77 THE PRIME EXECUTION AGENT AND the TRADE CREDIT LENDER 79 Form of Shares 85 Transfer of Shares 86 SEED CAPITAL INVESTOR 86 Plan of Distribution 86 Creation and Redemption of Shares 88

Use of Proceeds

Use of Proceeds 93 93 Conflicts of Interest 93 FIDUCIARY AND REGULATORY DUTIES AND OBLIGATIONS OF THE SPONSOR 94 Liability and Indemnification 96 Provisions of Law 98 Management; Voting by Shareholders 98 Meetings 98 Books and Records 99 99 Fiscal Year 99 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 99 Legal Matters 99 Experts 100 Material Contracts 100 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 106 Purchases By Employee Benefit Plans 111 Information You Should Know 113 SUMMARY OF PROMOTIONAL AND SALES MATERIAL 113 Intellectual Property 113 Where You Can Find More Information 114 Privacy Policy 114 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 115 116 This Prospectus contains information you should consider when making an investment decision about the Shares. You may rely on the information contained in this Prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted. Until __________, 2024 (25 days after the date of this prospectus), all dealers effecting transactions in the Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. The Sponsor first intends to use this prospectus on January __, 2024. The Shares are not registered for public sale in any jurisdiction other than the United States. REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes &

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