Bitwise Bitcoin ETF Files S-1 Registration

TL;DR

Bitwise Bitcoin ETF just filed its S-1, paving the way for public share offerings. 🚀

AI Summary

Bitwise Bitcoin ETF filed an S-1 registration statement with the SEC on October 8, 2024, to register shares of its Bitcoin ETF. The ETF, formerly known as Bitwise Bitcoin ETF Trust, is incorporated in Delaware and has its principal executive offices at 250 Montgomery Street, San Francisco, CA. The filing indicates a registration number of 333-[ ] and an IRS Employer Identification No. of 83-6613214.

Why It Matters

This S-1 filing is a crucial step for Bitwise Bitcoin ETF to offer its shares publicly, potentially increasing accessibility and investment in Bitcoin through a regulated financial product.

Risk Assessment

Risk Level: medium — The S-1 filing itself doesn't introduce new risks, but the underlying asset (Bitcoin) and the ETF structure carry inherent market and regulatory risks.

Key Numbers

• 333-[ ] — SEC Registration Number (Identifies the specific registration for this offering.)
• 83-6613214 — IRS Employer Identification No. (Tax identification number for the entity.)

Key Players & Entities

• Bitwise Bitcoin ETF (company) — Registrant
• 250 Montgomery Street, Suite 200, San Francisco, California 94104 (location) — Principal Executive Offices
• 83-6613214 (dollar_amount) — IRS Employer Identification No.
• 333-[ ] (dollar_amount) — SEC Registration Number
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $62,355.54 — uo;). On October 4, 2024, the BRRNY was $62,355.54. The Trust pays to the Sponsor a unit
• $1.235 billion — o; upon the earliest of (i) when it has $1.235 billion or more in annual revenues; (ii) when i
• $1.0 billion — rdquo;); (iii) when it issues more than $1.0 billion of non-convertible debt over a three-ye
• $50,000 — fees, aggregate legal fees in excess of $50,000 per annum and the fees of the Custodian
• $500,000 — and mailing costs, audit fees and up to $500,000 per annum in ordinary legal fees and ex

Filing Documents

• bitwise-s1_100824.htm (S-1) — 1547KB
• ex5-1.htm (EX-5.1) — 14KB
• ex8-1.htm (EX-8.1) — 23KB
• ex8-2.htm (EX-8.2) — 15KB
• ex10-9.htm (EX-10.9) — 261KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 27KB
• ex109001.jpg (GRAPHIC) — 5KB
• ex109002.jpg (GRAPHIC) — 3KB
• ex231_002.jpg (GRAPHIC) — 7KB
• ex231_003.jpg (GRAPHIC) — 13KB
• ex51001.jpg (GRAPHIC) — 16KB
• ex81001.jpg (GRAPHIC) — 16KB
• 0001999371-24-013150.txt ( ) — 1974KB

Risk Factors

Risk Factors 14 BITCOIN, BITCOIN MARKET AND REGULATION OF BITCOIN 59 THE TRUST AND BITCOIN PRICES 67 Calculation of NAV 74 The Covered Transactions 76 Additional Information About The trust 80 The Trust’s Service Providers 85 Custody of the Trust’s Assets 87 THE PRIME EXECUTION AGENT AND THE TRADE CREDIT LENDER 89 Form of Shares 95 Transfer of Shares 96 Plan of Distribution 96 Creation and Redemption of Shares 97

Use of Proceeds

Use of Proceeds 102 102 Conflicts of Interest 102 Fiduciary and Regulatory Duties AND OBLIGATIONS of the Sponsor 103 Liability and Indemnification 105 Provisions of Law 106 Management; Voting by Shareholders 107 Meetings 107 Books and Records 108 108 Fiscal Year 108 Governing Law; Consent to Delaware Jurisdiction 108 Legal Matters 108 Experts 109 Material Contracts 109 United States Federal Income Tax Consequences 115 Purchases By Employee Benefit Plans 121 Information You Should Know 123 Summary of Promotional and Sales Material 123 Intellectual Property 123 Where You Can Find More Information; Incorporation by Reference of certain information 123 Privacy Policy 124 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. The Shares are not registered for public sale in any jurisdiction other than the United States. REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or the n

View Full Filing

View this S-1 filing on SEC EDGAR