Bitwise Files S-1 for Spot Chainlink ETF, Eyes Direct LINK Exposure
Ticker: CLNK · Form: S-1 · Filed: Aug 26, 2025 · CIK: 2082889
| Field | Detail |
|---|---|
| Company | Bitwise Chainlink Etf (CLNK) |
| Form Type | S-1 |
| Filed Date | Aug 26, 2025 |
| Risk Level | high |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $1.235 billion, $1.0 billion |
| Sentiment | bullish |
Sentiment: bullish
Topics: Chainlink, ETF, Spot Crypto ETF, Bitwise, Digital Assets, SEC Filing, Blockchain Oracles
Related Tickers: CLNK, LINK-USD
TL;DR
**Bitwise is launching a Chainlink ETF, making LINK accessible to traditional investors, and it's a bullish signal for the oracle network's institutional adoption.**
AI Summary
The Bitwise Chainlink ETF (CLNK) is an exchange-traded product seeking to provide direct exposure to Chainlink's value, less operational expenses. The Trust will hold Chainlink and establish its Net Asset Value (NAV) using the CME CF Chainlink–Dollar Reference Rate – New York Variant, calculated by CF Benchmarks Ltd. The Sponsor, Bitwise Investment Advisers, LLC, will charge a unitary management fee of 0.____% per annum of the Trust's Chainlink holdings. Shares will be created and redeemed in Baskets of 10,000 Shares, with transactions occurring in Chainlink or U.S. dollars. Bitwise Asset Management, Inc. served as the Seed Capital Investor, purchasing $________ in Shares on an unspecified date and taking delivery of __ Shares at $___ per share. The Trust is not regulated under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936, and its shares are considered speculative securities with a high degree of risk.
Why It Matters
This S-1 filing for the Bitwise Chainlink ETF (CLNK) signals a significant step towards mainstream investor access to Chainlink, a key digital asset for decentralized oracle services. For investors, it offers a regulated vehicle to gain exposure to LINK without directly managing digital asset custody, potentially broadening the investor base beyond crypto-native participants. The introduction of a spot Chainlink ETF could intensify competition among digital asset managers, following the success of Bitcoin and Ethereum ETFs. This move also reflects growing institutional confidence in the underlying Chainlink network and its role in connecting blockchains to real-world data, potentially driving further adoption and price discovery for LINK.
Risk Assessment
Risk Level: high — The filing explicitly states, "AN INVESTMENT IN THE TRUST MAY NOT BE SUITABLE FOR INVESTORS THAT ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH OTHER EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD CHAINLINK OR INTERESTS RELATED TO CHAINLINK. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT." This, coupled with the Trust not being regulated under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936, indicates a high-risk investment.
Analyst Insight
Investors should carefully review the 'RISK FACTORS' section starting on page [10] before considering an investment in CLNK. Given the speculative nature and high degree of risk, this ETF is best suited for investors with a high-risk tolerance and a thorough understanding of digital asset markets. Consider allocating only a small portion of a diversified portfolio to such a product.
Financial Highlights
- revenue
- $0.00
- operating Margin
- 0.00%
- total Assets
- $0.00
- total Debt
- $0.00
- net Income
- $0.00
- eps
- $0.00
- gross Margin
- 0.00%
- cash Position
- $0.00
- revenue Growth
- +0.00%
Key Numbers
- 0.____% — Sponsor Fee (Annual management fee of the Trust's Chainlink holdings)
- 10,000 — Shares per Basket (Block size for creation and redemption of Shares)
- $________ — Seed Capital Investment (Amount purchased by Bitwise Asset Management, Inc. as Seed Capital Investor)
- $___ — Per-Share Seed Price (Price at which Seed Shares were delivered to the Seed Capital Investor)
- 11th — Chainlink Market Capitalization Rank (Chainlink's rank among digital assets by market capitalization as of August 12, 2025)
- 17,000 — Total Digital Assets Tracked (Number of digital assets tracked across exchanges as of August 12, 2025)
- 1,200 — Total Exchanges Tracked (Number of exchanges tracking digital assets as of August 12, 2025)
- $1.235 billion — Emerging Growth Company Revenue Threshold (Annual revenue threshold for ceasing to be an 'emerging growth company')
Key Players & Entities
- Bitwise Chainlink ETF (company) — Registrant and exchange-traded product
- Bitwise Investment Advisers, LLC (company) — Sponsor and manager of the Trust
- Chainlink (company) — Underlying digital asset held by the Trust
- CME CF Chainlink–Dollar Reference Rate – New York Variant (company) — Pricing Benchmark for the Trust's NAV
- CF Benchmarks Ltd. (company) — Benchmark Provider
- Bitwise Asset Management, Inc. (company) — Parent of the Sponsor and Seed Capital Investor
- Coinbase Custody Trust Company, LLC (company) — Chainlink Custodian for the Trust
- U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1 filing
- Richard Coyle, Esq. (person) — Legal counsel from Chapman and Cutler LLP
- Katherine Dowling, Esq. (person) — Legal counsel from Bitwise Investment Advisers, LLC
FAQ
What is the investment objective of the Bitwise Chainlink ETF?
The Bitwise Chainlink ETF's investment objective is to provide exposure to the value of Chainlink held by the Trust, less the expenses of its operations and other liabilities. It will hold Chainlink directly and use the CME CF Chainlink–Dollar Reference Rate – New York Variant for NAV calculation.
Who is the Sponsor of the Bitwise Chainlink ETF?
Bitwise Investment Advisers, LLC is the Sponsor and manager of the Bitwise Chainlink ETF. They are responsible for the Trust's operations and will accrue a unitary management fee of 0.____% per annum of the Trust's Chainlink holdings.
What is Chainlink and its primary function?
Chainlink is a digital asset used to pay for oracle services on the Chainlink Network. Its primary function is to serve as a decentralized infrastructure enabling secure and reliable connectivity between blockchain-based smart contracts and real-world data, events, and computation.
How will the Bitwise Chainlink ETF create and redeem shares?
The Trust will create and redeem Shares in blocks of 10,000 Shares, known as Baskets. These transactions will occur with Authorized Participants, either in the form of Chainlink represented by the Basket Amount or the U.S. dollar equivalent.
What are the key risks associated with investing in the Bitwise Chainlink ETF?
Investing in the Bitwise Chainlink ETF involves significant risks, as the shares are considered speculative securities. The filing explicitly states investors could lose their entire investment and highlights that the Trust is not regulated under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936.
Who is the Chainlink Custodian for the Bitwise Chainlink ETF?
Coinbase Custody Trust Company, LLC is the Chainlink Custodian for the Bitwise Chainlink ETF. Coinbase Custody is a New York State limited liability trust company that provides custody services for digital assets and carries private insurance.
Is the Bitwise Chainlink ETF regulated under the Investment Company Act of 1940?
No, the Bitwise Chainlink ETF is not a fund registered or subject to regulation under the Investment Company Act of 1940. This means it operates under different regulatory frameworks compared to traditional mutual funds or ETFs.
What is the role of the CME CF Chainlink–Dollar Reference Rate – New York Variant?
The CME CF Chainlink–Dollar Reference Rate – New York Variant is the Pricing Benchmark used by the Bitwise Chainlink ETF to establish its net asset value (NAV). It is calculated by CF Benchmarks Ltd. based on aggregated trade flow from major Chainlink trading platforms.
What is the status of Chainlink Staking mentioned in the filing?
As of the date of the Prospectus, Chainlink Staking is live in v0.2, requiring participants to meet eligibility criteria and staking limits. This mechanism is designed to enhance the crypto-economic security of the Chainlink network.
Has the SEC approved the securities offered by the Bitwise Chainlink ETF?
No, the filing explicitly states: 'NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.'
Risk Factors
- Chainlink Price Volatility [high — market]: The Trust's value is directly tied to the price of Chainlink (LINK), which is highly volatile and subject to rapid and significant fluctuations. This volatility is influenced by market sentiment, regulatory developments, technological advancements, and macroeconomic factors affecting digital assets.
- Uncertain Regulatory Landscape [high — regulatory]: The regulatory status of digital assets, including Chainlink, remains uncertain and evolving globally. Changes in regulations could impact the Trust's ability to operate, the value of Chainlink, or the demand for the ETF shares.
- Custody and Security Risks [high — operational]: The Trust's Chainlink holdings will be held by a custodian. Risks associated with custody include potential loss, theft, or unauthorized access to the digital assets, which could result in a loss of the Trust's assets.
- Reliance on Reference Rate Accuracy [medium — financial]: The Net Asset Value (NAV) of the Trust will be calculated using the CME CF Chainlink–Dollar Reference Rate – New York Variant. Inaccuracies or manipulation of this reference rate could lead to discrepancies between the NAV and the market price of the Trust's shares.
- Limited Trading History of Chainlink ETFs [medium — market]: As a new product, the Trust may face challenges related to market liquidity and price discovery, especially compared to more established ETFs. The performance of other digital asset ETFs suggests potential for significant tracking error and volatility.
- Dependence on Service Providers [medium — operational]: The Trust relies on various service providers, including the Sponsor (Bitwise Investment Advisers, LLC), the calculation agent (CF Benchmarks Ltd.), the custodian, and the prime execution agent. The failure or misconduct of any of these providers could adversely affect the Trust.
Industry Context
The digital asset ETF market is rapidly evolving, with increasing institutional interest in gaining exposure to cryptocurrencies like Chainlink. Chainlink, as a leading oracle network, plays a critical role in connecting smart contracts with real-world data, positioning it as a key infrastructure component in the decentralized finance (DeFi) ecosystem. However, the competitive landscape includes other digital asset investment products and direct holdings of Chainlink, requiring ETFs to offer compelling value propositions regarding fees, liquidity, and tracking accuracy.
Regulatory Implications
The Trust is structured to avoid direct regulation under the Investment Company Act of 1940 and the Commodity Exchange Act of 1936. However, the evolving regulatory environment for digital assets globally presents significant risks. Potential future regulations could impact Chainlink's utility, the Trust's operations, or the market's acceptance of such products.
What Investors Should Do
- Review the specific fee structure and management fee percentage once disclosed.
- Assess the accuracy and reliability of the CME CF Chainlink–Dollar Reference Rate.
- Understand the custody arrangements and the reputation of the custodian.
- Evaluate personal risk tolerance for highly volatile digital assets.
Glossary
- Net Asset Value (NAV)
- The per-share market value of an ETF's assets minus its liabilities. It is calculated by dividing the total value of the fund's holdings by the number of outstanding shares. (The Trust will establish its NAV using the CME CF Chainlink–Dollar Reference Rate, which is crucial for determining the value of the ETF shares and for creation/redemption processes.)
- CME CF Chainlink–Dollar Reference Rate – New York Variant
- A benchmark rate calculated by CF Benchmarks Ltd. that represents the price of Chainlink (LINK) against the U.S. Dollar at a specific time, intended to provide a reliable valuation. (This rate is the primary determinant for the Trust's NAV calculation, directly impacting the value of the ETF shares.)
- Basket
- A large block of ETF shares (in this case, 10,000 shares) that authorized participants use to create or redeem new ETF shares with the issuer. (Specifies the unit size for the creation and redemption of CLNK shares, impacting the efficiency and mechanics of how the ETF's share supply is managed.)
- Sponsor
- The entity responsible for the creation, management, and ongoing operations of the ETF. In this case, Bitwise Investment Advisers, LLC. (The Sponsor sets the management fee and oversees the Trust's activities, making their operational efficiency and fee structure critical for investors.)
- Seed Capital Investor
- An initial investor who provides capital to launch the ETF, often purchasing shares at a predetermined price before the ETF begins trading publicly. (Bitwise Asset Management, Inc. acted as the Seed Capital Investor, providing initial funding and shares, which can indicate sponsor commitment.)
- Speculative Securities
- Investments that carry a high degree of risk and are not suitable for all investors. Their value can fluctuate significantly, and investors may lose their entire investment. (Highlights the high-risk nature of investing in the Bitwise Chainlink ETF due to the underlying asset (Chainlink) and the structure of the product.)
Year-Over-Year Comparison
As this is the initial S-1 filing for the Bitwise Chainlink ETF (CLNK), there is no prior filing to compare against. Key metrics such as revenue, net income, margins, and debt levels are not yet applicable as the Trust has not commenced operations or generated financial results. Similarly, there are no changes in risk factors or operational metrics to report from a previous period.
Filing Stats: 4,382 words · 18 min read · ~15 pages · Grade level 15.5 · Accepted 2025-08-25 20:20:09
Key Financial Figures
- $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 — of 1934; (iii) when it issues more than $1.0 billion of non-convertible debt over a three-ye
Filing Documents
- ea0254517-s1_bitwise.htm (S-1) — 1120KB
- ea025451701ex3-1_bitwise.htm (EX-3.1) — 23KB
- ea025451701ex3-2_bitwise.htm (EX-3.2) — 6KB
- ea025451701ex-fee_bitwise.htm (EX-FILING FEES) — 12KB
- 0001213900-25-080461.txt ( ) — 1270KB
- ea025451701ex-fee_bitwise_htm.xml (XML) — 3KB
Risk Factors
Risk Factors 10 CHAINLINK, CHAINLINK MARKET AND REGULATION OF CHAINLINK 59 THE TRUST AND Chainlink PRICES 64 Calculation of NAV 70 ADDITIONAL INFORMATION ABOUT THE TRUST 72 The Trust’s Service Providers 77 Custody of the Trust’s Assets 80 THE PRIME EXECUTION AGENT AND the TRADE CREDIT LENDER 82 Form of Shares 88 Transfer of Shares 88 Plan of Distribution 89 Creation and Redemption of Shares 90
Use of Proceeds
Use of Proceeds 96 97 Conflicts of Interest 97 FIDUCIARY AND REGULATORY DUTIES AND OBLIGATIONS OF THE SPONSOR 98 Liability and Indemnification 100 Provisions of Law 102 Management; Voting by Shareholders 102 Meetings 102 Books and Records 103 103 Fiscal Year 103 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 103 Legal Matters 103 Experts 104 Material Contracts 104 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 110 Purchases By Employee Benefit Plans 115 Information You Should Know 116 SUMMARY OF PROMOTIONAL AND SALES MATERIAL 117 Intellectual Property 117 Where You Can Find More Information 117 Privacy Policy 117 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 119 120 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. i REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes “forward-looking statements” 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