Bitwise Files S-1 for Hyperliquid ETF, Targeting Direct Crypto Exposure

TL;DR

**Bitwise is launching a Hyperliquid ETF, offering a new, high-risk crypto investment vehicle for those betting on altcoin growth.**

AI Summary

The Bitwise Hyperliquid ETF (the "Trust") is an exchange-traded product seeking to provide direct exposure to the value of Hyperliquid, a digital asset, less operational expenses. The Trust will hold Hyperliquid with Coinbase Custody Trust Company, LLC and value its assets daily using the [INDEX] ("Pricing Benchmark"), calculated by [BENCHMARK PROVIDER] based on major Hyperliquid trading platforms. Bitwise Investment Advisers, LLC serves as the Sponsor, charging a unitary management fee of 0.[__]% per annum of the Trust's Hyperliquid holdings. Shares will be created and redeemed in Baskets of 10,000 Shares, either in-kind Hyperliquid or cash, with Authorized Participants. Bitwise Asset Management, Inc. acted as the Seed Capital Investor, purchasing $[__] in Shares on [_____], 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 signals Bitwise's intent to launch an ETF providing direct exposure to Hyperliquid, a relatively new digital asset, potentially opening up a new avenue for institutional and retail investors to access the cryptocurrency market through traditional brokerage accounts. For investors, it offers a regulated wrapper for Hyperliquid exposure, bypassing the complexities of direct ownership, though it comes with a 0.[__]% management fee. This move intensifies competition in the crypto ETF space, following the success of Bitcoin and Ethereum ETFs, and could legitimize Hyperliquid as a more mainstream investment, impacting its liquidity and price discovery. The involvement of Coinbase Custody adds a layer of perceived security for asset custody.

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 HYPERLIQUID OR INTERESTS RELATED TO HYPERLIQUID. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT." This, coupled with the nascent nature of Hyperliquid as the 15th largest digital asset, indicates significant volatility and regulatory uncertainty.

Analyst Insight

Investors should approach the Bitwise Hyperliquid ETF with extreme caution, recognizing the high speculative nature of Hyperliquid itself. Conduct thorough due diligence on Hyperliquid's underlying technology, market capitalization, and regulatory landscape before considering an investment. This ETF is suitable only for investors with a high-risk tolerance and a long-term investment horizon who are prepared for potential significant capital loss.

Financial Highlights

debt To Equity

0.0

revenue

$0.00

operating Margin

N/A

total Assets

$[__]

total Debt

$0.00

net Income

$0.00

eps

$0.00

gross Margin

N/A

cash Position

$0.00

revenue Growth

N/A

Key Numbers

• 0.[__]% — Sponsor Fee (Annual management fee of the Trust's Hyperliquid 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)
• [__] — Seed Shares (Number of shares delivered to Seed Capital Investor)
• $[__] — Per-Share Seed Price (Price per share for the Seed Shares)
• 15th — Hyperliquid Market Cap Rank (Hyperliquid's ranking among digital assets by market capitalization as of September 19, 2025)
• 10,000 — Minimum Hyperliquid Stake (Required minimum amount to become a Hyperliquid validator)

Key Players & Entities

• Bitwise Hyperliquid ETF (company) — Registrant and exchange-traded product
• Bitwise Investment Advisers, LLC (company) — Sponsor and manager of the Trust
• Hyperliquid (dollar_amount) — Digital asset held by the Trust
• Coinbase Custody Trust Company, LLC (company) — Hyperliquid Custodian for the Trust
• Bitwise Asset Management, Inc. (company) — Parent of the Sponsor and Seed Capital Investor
• Richard Coyle, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• James Audette, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• Myles O'Kelly, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• Hunter Horsley (person) — Representative for Bitwise Investment Advisers, LLC
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1 filing

FAQ

Risk Factors

• Volatility of Hyperliquid Prices [high — market]: The value of Hyperliquid is subject to extreme price volatility, driven by factors such as market sentiment, regulatory developments, and technological changes. The Trust's NAV will fluctuate directly with the price of Hyperliquid, potentially leading to significant losses for investors.
• Uncertain Regulatory Landscape [high — regulatory]: The regulatory status of digital assets like Hyperliquid remains uncertain and evolving globally. Changes in regulations could adversely affect the Trust's ability to hold, transact, or maintain its Hyperliquid assets, impacting its value and operations.
• Custody and Security Risks [high — operational]: The Trust's Hyperliquid holdings will be maintained by Coinbase Custody Trust Company, LLC. While a reputable custodian, the risk of unauthorized access, theft, or loss of digital assets cannot be entirely eliminated, which could result in a loss of Trust assets.
• Reliance on Pricing Benchmark [medium — financial]: The Trust's Net Asset Value (NAV) is calculated using a Pricing Benchmark provided by [BENCHMARK PROVIDER]. If the benchmark is inaccurate, not representative of actual market prices, or becomes unavailable, the NAV calculation could be flawed, leading to mispricing of Trust shares.
• Creation/Redemption Mechanism Risks [medium — operational]: The creation and redemption of Shares occur in Baskets of 10,000 Shares through Authorized Participants. Disruptions in this process, or a lack of Authorized Participants, could lead to the Trust's shares trading at a significant premium or discount to its NAV.
• Limited Trading Volume of Hyperliquid [medium — market]: While Hyperliquid is ranked 15th by market cap, its trading volume on major platforms may not always be sufficient to ensure smooth execution of large trades by the Trust or its service providers, potentially impacting the ability to acquire or liquidate Hyperliquid efficiently.
• Lack of 1940 Act/CEA Regulation [high — regulatory]: The Trust is not registered under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936. This means investors do not benefit from the protections afforded by these regulatory frameworks, increasing potential risks.
• Dependence on Service Providers [medium — operational]: The Trust relies heavily on third-party service providers, including the Sponsor (Bitwise Investment Advisers, LLC), the Custodian, and the Benchmark Provider. The failure or misconduct of any of these providers could negatively impact the Trust's operations and value.

Industry Context

The digital asset ETF market is rapidly evolving, with issuers seeking to provide regulated exposure to various cryptocurrencies. Competition is increasing as more firms launch similar products. However, the underlying digital assets are subject to significant price volatility and regulatory uncertainty, posing unique challenges compared to traditional asset ETFs.

Regulatory Implications

The Trust operates in a novel regulatory space. Its classification outside the Investment Company Act of 1940 and the Commodity Exchange Act means investors lack established protections. Evolving digital asset regulations globally present a significant risk that could impact the Trust's operations, asset holdings, and market access.

What Investors Should Do

1. Thoroughly review the 'Risk Factors' section of the S-1, paying close attention to volatility, regulatory uncertainty, and custody risks associated with Hyperliquid.
2. Understand the fee structure, including the Sponsor Fee of 0.[__]%, and factor in potential costs associated with custody and benchmark calculation.
3. Assess the liquidity and trading volume of Hyperliquid itself, as well as the creation/redemption mechanism involving Authorized Participants and Baskets of 10,000 Shares.
4. Consider the implications of the Trust not being regulated under the Investment Company Act of 1940 or the Commodity Exchange Act.

Glossary

Hyperliquid

A specific digital asset that the Trust aims to provide direct exposure to. (The primary asset held by the Trust, whose price movements directly impact the Trust's value.)

Pricing Benchmark

An index calculated by [BENCHMARK PROVIDER] based on major Hyperliquid trading platforms, used to determine the Trust's Net Asset Value (NAV). (Crucial for daily valuation of the Trust's assets and determining the price of its shares.)

Sponsor

Bitwise Investment Advisers, LLC, responsible for the Trust's management and operations. (Oversees the Trust and charges a management fee, impacting the Trust's overall expense ratio.)

Basket

A block of 10,000 Shares of the Trust, used for the creation and redemption process by Authorized Participants. (Defines the unit of trading for large-scale share creation and redemption, influencing liquidity.)

Authorized Participants (APs)

Entities (typically large financial institutions) that can create and redeem Trust Shares in Baskets, facilitating market liquidity. (Key intermediaries for the ETF mechanism; their participation is vital for the Trust's operational efficiency.)

Seed Capital Investor

Bitwise Asset Management, Inc., which provided initial capital to purchase Shares on the Trust's launch. (Represents the initial investment and launch funding for the Trust.)

Net Asset Value (NAV)

The per-share market value of the Trust's assets, calculated daily using the Pricing Benchmark. (The theoretical value of each share; the market price of ETF shares typically tracks the NAV.)

Validator

An entity required to stake a minimum amount of Hyperliquid (10,000 units) to participate in network operations and security. (Indicates a requirement for significant capital to directly participate in the underlying asset's network, highlighting potential barriers to entry.)

Year-Over-Year Comparison

This is the initial S-1 filing for the Bitwise Hyperliquid ETF, therefore, no comparative data from a previous filing is available. Key metrics such as revenue, net income, and margins are not yet applicable as the Trust has recently launched or is preparing to launch. The filing establishes the initial structure, fees (Sponsor Fee of 0.[__]%), seed capital investment ($[__]), and operational framework, including custody and creation/redemption processes.

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

• ea0258158-s1_bitwise.htm (S-1) — 1271KB
• ea025815801ex3-1_bitwise.htm (EX-3.1) — 24KB
• ea025815801ex-fee_bitwise.htm (EX-FILING FEES) — 12KB
• 0001213900-25-091720.txt ( ) — 1415KB
• ea025815801ex-fee_bitwise_htm.xml (XML) — 3KB

RISK FACTORS

RISK FACTORS 10 HYPERLIQUID, HYPERLIQUID MARKET AND REGULATION OF HYPERLIQUID 60 THE TRUST AND HYPERLIQUID PRICES 65 CALCULATION OF NAV 71 ADDITIONAL INFORMATION ABOUT THE TRUST 73 THE TRUST’S SERVICE PROVIDERS 78 CUSTODY OF THE TRUST’S ASSETS 81 THE PRIME EXECUTION AGENT AND THE TRADE CREDIT LENDER 83 FORM OF SHARES 90 TRANSFER OF SHARES 90 PLAN OF DISTRIBUTION 91 CREATION AND REDEMPTION OF SHARES 93

USE OF PROCEEDS

USE OF PROCEEDS 99 99 CONFLICTS OF INTEREST 100 FIDUCIARY AND REGULATORY DUTIES AND OBLIGATIONS OF THE SPONSOR 102 LIABILITY AND INDEMNIFICATION 104 PROVISIONS OF LAW 106 MANAGEMENT; VOTING BY SHAREHOLDERS 106 MEETINGS 106 BOOKS AND RECORDS 106 107 FISCAL YEAR 107 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 107 LEGAL MATTERS 107 EXPERTS 107 MATERIAL CONTRACTS 108 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 114 PURCHASES BY EMPLOYEE BENEFIT PLANS 120 INFORMATION YOU SHOULD KNOW 122 SUMMARY OF PROMOTIONAL AND SALES MATERIAL 122 INTELLECTUAL PROPERTY 123 WHERE YOU CAN FIND MORE INFORMATION 123 PRIVACY POLICY 123 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 124 125 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 negative of these terms

View Full Filing

View this S-1 filing on SEC EDGAR