VanEck Bitcoin Trust Files Amendment No. 7 to S-1 Registration Statement

TL;DR

<b>VanEck Bitcoin Trust has filed an amendment to its S-1 registration statement, indicating progress towards a potential public offering.</b>

AI Summary

VanEck Bitcoin Trust (HODL) filed a Amended IPO Registration (S-1/A) with the SEC on January 8, 2024. VanEck Bitcoin Trust filed an amendment (No. 7) to its S-1 Registration Statement on January 8, 2024. The filing is for registration under the Securities Act of 1933. The principal executive offices are located at 666 Third Avenue, 9th Floor, New York, NY 10017. The company is incorporated in Delaware. The filing indicates it is a smaller reporting company and an emerging growth company.

Why It Matters

For investors and stakeholders tracking VanEck Bitcoin Trust, this filing contains several important signals. This amendment signifies ongoing efforts by VanEck to launch a Bitcoin Trust, a product that could provide investors with direct exposure to Bitcoin. The S-1 filing is a prerequisite for publicly offering securities, suggesting the trust is moving closer to becoming available to a wider investor base.

Risk Assessment

Risk Level: low — VanEck Bitcoin Trust shows low risk based on this filing. The filing is an amendment to a registration statement, not a new offering or financial report, thus carrying low immediate risk.

Analyst Insight

Monitor for further amendments or effectiveness of the registration statement to gauge the timeline for the VanEck Bitcoin Trust's launch.

Key Numbers

• 7 — Amendment Number (Amendment No. 7 to FORM S-1 REGISTRATION STATEMENT)
• 333-251808 — SEC File Number (Registration No. 333-251808)
• 2024-01-08 — Filing Date (As filed with the Securities and Exchange Commission on January 8, 2024)
• 1231 — Fiscal Year End (FISCAL YEAR END: 1231)

Key Players & Entities

• VanEck Bitcoin Trust (company) — Registrant
• Securities and Exchange Commission (regulator) — Filing recipient
• Securities Act of 1933 (regulatory) — Act under which registration is filed
• Delaware (location) — State of incorporation
• New York (location) — Business address city
• Jonathan R. Simon (person) — For service of process
• Matthew A. Babinsky (person) — For service of process
• Clifford Chance US LLP (company) — Legal counsel

Forward-Looking Statements

• VanEck Bitcoin Trust will launch its spot Bitcoin ETF in Q1 2024. (VanEck Bitcoin Trust) — high confidence, target: Q1 2024
• The approval of VanEck's ETF will lead to increased institutional investment in Bitcoin. (Bitcoin) — medium confidence, target: 2024

FAQ

Risk Factors

• Registration Statement Filing [medium — regulatory]: The filing is an amendment to a registration statement (S-1/A), indicating ongoing regulatory review for the proposed public offering of securities.

Key Dates

• 2024-01-08: Filing of Amendment No. 7 to Form S-1 — Indicates continued progress in the registration process for the VanEck Bitcoin Trust.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC for securities offerings. (This filing type indicates the trust is actively seeking SEC approval for its public offering.)

Securities Act of 1933

A U.S. federal law regulating the offer and sale of securities. (Governs the registration and disclosure requirements for the VanEck Bitcoin Trust's offering.)

Key Financial Figures

• $50.00 — ng 2,000 Shares at a per-Share price of $50.00. Delivery of the Seed Shares was made o
• $100,000 — t from the sale of the Seed Shares were $100,000. On January 4, 2024, the Seed Shares we
• $72,500,000 — sale of the Seed Creation Baskets were $72,500,000, - i - which resulted in the Trust r
• $80.77 billion — d investment adviser with approximately $80.77 billion in assets under management. The Trust,
• $51.7 billion — traded in November 2023 (approximately $51.7 billion) compared to 93,611 ($3.9 billion) cont
• $3.9 billion — tely $51.7 billion) compared to 93,611 ($3.9 billion) contracts traded in October 2019) (all

Filing Documents

• c106800_s1a.htm (S-1/A) — 1346KB
• c106800_ex10-9.htm (EX-10.9) — 45KB
• 0000930413-24-000044.txt (&nbsp;) — 1392KB

RISK FACTORS

RISK FACTORS 11 BITCOIN, BITCOIN MARKET, BITCOIN EXCHANGES AND REGULATION OF BITCOIN 52 THE TRUST AND BITCOIN PRICES 57 CALCULATION OF NAV 61 ADDITIONAL INFORMATION ABOUT THE TRUST 69 THE TRUST&rsquo;S SERVICE PROVIDERS 73 CUSTODY OF THE TRUST&rsquo;S ASSETS 82 FORM OF SHARES 84 TRANSFER OF SHARES 85 PLAN OF DISTRIBUTION 86 CREATION AND REDEMPTION OF SHARES 88

USE OF PROCEEDS

USE OF PROCEEDS 94 95 CONFLICTS OF INTEREST 96 DUTIES OF THE SPONSOR 98 LIABILITY AND INDEMNIFICATION 100 PROVISIONS OF LAW 102 MANAGEMENT; VOTING BY SHAREHOLDERS 103 BOOKS AND RECORDS 104 105 FISCAL YEAR 106 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 107 LEGAL MATTERS 108 EXPERTS 109 MATERIAL CONTRACTS 110 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 111 PURCHASES BY EMPLOYEE BENEFIT PLANS 116 INFORMATION YOU SHOULD KNOW 117 SUMMARY OF PROMOTIONAL AND SALES MATERIAL 118 INTELLECTUAL PROPERTY 119 WHERE YOU CAN FIND MORE INFORMATION 120 PRIVACY POLICY 121 APPENDIX A GLOSSARY OF DEFINED TERMS A-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 - iii - 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. Until February , 2024, all dealers effecting transactions in the Shares, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealer&rsquo;s obligation to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. - iv - REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes &ldquo;forward-looking

View Full Filing

View this S-1/A filing on SEC EDGAR