Fidelity Wise Origin Bitcoin Fund Files S-1/A Amendment

TL;DR

<b>Fidelity Wise Origin Bitcoin Fund has filed an S-1/A amendment, indicating progress towards its public offering.</b>

AI Summary

Fidelity Wise Origin Bitcoin Fund (FBTC) filed a Amended IPO Registration (S-1/A) with the SEC on January 8, 2024. Fidelity Wise Origin Bitcoin Fund filed a Pre-Effective Amendment No. 4 to its Form S-1 Registration Statement. The filing is made under the Securities Act of 1933, with registration number 333-254652. The company's principal executive offices are located at 245 Summer Street, Boston, MA 02210. The filing indicates the company is a non-accelerated filer, smaller reporting company, and emerging growth company. The proposed sale of securities is intended to commence as soon as practicable after the effective date of the Registration Statement.

Why It Matters

For investors and stakeholders tracking Fidelity Wise Origin Bitcoin Fund, this filing contains several important signals. This amendment signifies a step forward in the registration process for the Fidelity Wise Origin Bitcoin Fund, potentially paving the way for its public trading. As a Bitcoin fund, this filing is relevant to investors interested in gaining exposure to cryptocurrency through traditional investment vehicles.

Risk Assessment

Risk Level: low — Fidelity Wise Origin Bitcoin Fund shows low risk based on this filing. The filing is an amendment to a registration statement, indicating procedural steps rather than immediate market-impacting events.

Analyst Insight

Monitor for the effective date of the registration statement to understand when the Fidelity Wise Origin Bitcoin Fund will be available for public investment.

Key Numbers

• 4 — Pre-Effective Amendment Number (Amendment number to the S-1 Registration Statement)
• 333-254652 — Registration Number (Securities Act of 1933 registration number)
• 2024-01-08 — Filing Date (Date the S-1/A was filed)
• 2024-01-10 — Date as of Change (Date of change in filing information)

Key Players & Entities

• Fidelity Wise Origin Bitcoin Fund (company) — Registrant
• Securities and Exchange Commission (regulator) — Filing body
• 333-254652 (dollar_amount) — Registration number
• 245 Summer Street, Boston, MA 02210 (company) — Business address
• FD Funds Management LLC (company) — Related entity
• Rachel Nelson (person) — Contact person
• Morrison C. Warren, Esq. (person) — Legal counsel
• Chapman and Cutler LLP (company) — Legal firm

Forward-Looking Statements

• The Fidelity Wise Origin Bitcoin Fund will launch its ETF within the next few months. (Fidelity Wise Origin Bitcoin Fund) — high confidence, target: 2024-06-30
• Increased institutional interest in Bitcoin will follow the launch of this ETF. (Bitcoin) — medium confidence, target: 2025-01-01

FAQ

Risk Factors

• Registration Statement Process [low — regulatory]: The filing is an amendment to a registration statement, indicating ongoing regulatory review and procedural steps before the fund can commence public sales.

Industry Context

The filing pertains to a Bitcoin fund, an investment vehicle designed to track the price of Bitcoin and offer investors exposure to the cryptocurrency market.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Track the SEC's review process for the S-1/A filing.
2. Monitor for the effective date of the registration statement.
3. Research the investment strategy and fees associated with the Fidelity Wise Origin Bitcoin Fund once details are finalized.

Key Dates

• 2024-01-08: Filing of Pre-Effective Amendment No. 4 to Form S-1 — Indicates progress in the registration process for the Bitcoin fund.

Year-Over-Year Comparison

This is an amendment to a previously filed registration statement, indicating ongoing procedural updates rather than a comparison to a prior period's financial performance.

Key Financial Figures

• $40 — saction. The initial price per Share is $40 and was selected as an appropriate and
• $40.00 — rchased 1 Share at a per-Share price of $40.00 (the Seed Share). Delivery of the Seed
• $20,000,000 — from the sale of the Seed Baskets were $20,000,000. The Trust intends to purchase bitcoin

Filing Documents

• d375081ds1a.htm (S-1/A) — 743KB
• d375081dex51.htm (EX-5.1) — 9KB
• d375081dex81.htm (EX-8.1) — 9KB
• d375081dex102.htm (EX-10.2) — 22KB
• d375081dex103.htm (EX-10.3) — 192KB
• d375081dex104.htm (EX-10.4) — 78KB
• d375081dex105.htm (EX-10.5) — 129KB
• d375081dex108.htm (EX-10.8) — 10KB
• d375081dex231.htm (EX-23.1) — 2KB
• g375081dsp1a.jpg (GRAPHIC) — 4KB
• g375081g0106193206892.jpg (GRAPHIC) — 4KB
• g375081g0106194558997.jpg (GRAPHIC) — 2KB
• g375081g1228015724580.jpg (GRAPHIC) — 4KB
• filename15.htm (COVER) — 5KB
• 0001193125-24-003839.txt (&nbsp;) — 1220KB

RISK FACTORS

RISK FACTORS 11 BITCOIN, BITCOIN MARKETS AND REGULATION OF BITCOIN 50 THE TRUST AND BITCOIN PRICES 56 CALCULATION OF NAV 59 ADDITIONAL INFORMATION ABOUT THE TRUST 60 THE TRUSTS SERVICE PROVIDERS 64 CUSTODY OF THE TRUSTS ASSETS 66 TRANSFER OF SHARES 69 SEED CAPITAL INVESTOR 69 PLAN OF DISTRIBUTION 70 CREATION AND REDEMPTION OF SHARES 71

USE OF PROCEEDS

USE OF PROCEEDS 77 77 CONFLICTS OF INTEREST 78 DUTIES OF THE SPONSOR 80 LIABILITY AND INDEMNIFICATION 81 PROVISIONS OF LAW 84 BOOKS AND RECORDS 85 85 FISCAL YEAR 85 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 86 LEGAL MATTERS 86 EXPERTS 86 MATERIAL CONTRACTS 86 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 92 PURCHASES BY EMPLOYEE BENEFIT PLANS 97 INFORMATION YOU SHOULD KNOW 98 INTELLECTUAL PROPERTY 98 WHERE YOU CAN FIND MORE INFORMATION 98 PRIVACY POLICY 99 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 100 Table of Contents This Prospectus contains information you should consider when making an investment decision about the Shares of the Trust. 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 of the Trust are not registered for public sale in any jurisdiction other than the United States. i Table of Contents 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 negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments that will or may occur in the future, including such matters as movements in the digital asset markets an

View Full Filing

View this S-1/A filing on SEC EDGAR