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 in its registration process.</b>

AI Summary

Fidelity Wise Origin Bitcoin Fund (FBTC) filed a Amended IPO Registration (S-1/A) with the SEC on January 9, 2024. Fidelity Wise Origin Bitcoin Fund filed a Pre-Effective Amendment No. 5 to its Form S-1 Registration Statement. The filing was made with the SEC on January 9, 2024. The company was formerly known as Wise Origin Bitcoin Trust. The principal executive offices are located at 245 Summer Street, Boston, MA 02210. The fund is incorporated in Delaware with IRS Employer Identification Number 866606379.

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 of the Fidelity Wise Origin Bitcoin Fund, potentially paving the way for its public offering. The filing provides updated information and legal disclosures required by the SEC for investment funds, ensuring compliance and transparency for potential investors.

Risk Assessment

Risk Level: low — Fidelity Wise Origin Bitcoin Fund shows low risk based on this filing. The filing is a routine amendment to a registration statement, with no immediate negative financial or operational indicators presented.

Analyst Insight

Monitor for the effective date of the registration statement and subsequent announcements regarding the fund's launch and trading.

Key Numbers

• 333-254652 — SEC File Number (Registration number for the fund)
• 866606379 — IRS Employer Identification Number (Tax identification number)
• 2024-01-09 — Filing Date (Date the amendment was filed)

Key Players & Entities

• Fidelity Wise Origin Bitcoin Fund (company) — Registrant name
• Securities and Exchange Commission (regulator) — Filing recipient
• January 9, 2024 (date) — Filing date
• Wise Origin Bitcoin Trust (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• 245 Summer Street, Boston, MA 02210 (address) — Principal executive offices
• Morrison C. Warren, Esq. (person) — Copy to contact
• Chapman and Cutler LLP (company) — Legal counsel

Forward-Looking Statements

• The Fidelity Wise Origin Bitcoin Fund will receive SEC approval for its spot Bitcoin ETF. (Fidelity Wise Origin Bitcoin Fund) — high confidence, target: Q1 2024
• The launch of this ETF will increase institutional investment in Bitcoin. (Bitcoin) — medium confidence, target: Q2 2024

FAQ

Risk Factors

• Registration Statement Filing [low — regulatory]: The filing is a Pre-Effective Amendment No. 5 to Form S-1, indicating ongoing regulatory review and disclosure requirements.

Industry Context

The filing pertains to a Bitcoin Fund, operating within the cryptocurrency investment sector, which is subject to evolving regulatory frameworks.

Regulatory Implications

The filing is an S-1/A amendment, a standard process for registering securities with the SEC, ensuring compliance with the Securities Act of 1933.

What Investors Should Do

1. Review the full S-1/A filing for detailed disclosures and risk factors.
2. Track the SEC's review process and any further amendments or effectiveness dates.
3. Analyze the fund's investment strategy and fee structure once publicly available.

Key Dates

• 2024-01-09: Form S-1/A Filing — Amendment filed with the SEC.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previous registration statement, indicating ongoing updates and compliance efforts rather than a new initial filing.

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) — 747KB
• g375081chapman.jpg (GRAPHIC) — 14KB
• filename4.htm (COVER) — 6KB
• 0001193125-24-004940.txt (&nbsp;) — 774KB

RISK FACTORS

RISK FACTORS 11 BITCOIN, BITCOIN MARKETS AND REGULATION OF BITCOIN 51 THE TRUST AND BITCOIN PRICES 56 CALCULATION OF NAV 59 ADDITIONAL INFORMATION ABOUT THE TRUST 61 THE TRUSTS SERVICE PROVIDERS 64 CUSTODY OF THE TRUSTS ASSETS 67 TRANSFER OF SHARES 69 SEED CAPITAL INVESTOR 70 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 86 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 86 LEGAL MATTERS 86 EXPERTS 86 MATERIAL CONTRACTS 87 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 93 PURCHASES BY EMPLOYEE BENEFIT PLANS 97 INFORMATION YOU SHOULD KNOW 98 INTELLECTUAL PROPERTY 98 WHERE YOU CAN FIND MORE INFORMATION 99 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