United States securities and exchange commission logo
January 5, 2024
Shannon Ghia
Chief Executive Officer
iShares Bitcoin Trust
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re: iShares Bitcoin
Trust
Amendment No. 5 to
Registration Statement on Form S-1
Filed December 29,
2023
File No. 333-272680
Dear Shannon Ghia:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our December 18,
2023 letter.
Amendment No. 5 to Registration Statement on Form S-1
General
1. Refer to your response
to comment 16. Please revise your disclosure on pages 10, 22,
50 and elsewhere as
appropriate to clarify, if true, that with respect to any fork, airdrop or
similar event, the
Sponsor will cause the Trust to irrevocably abandon the Incidental
Rights or IR Virtual
Currency and in the event the Trust seeks to change this position, an
application would need
to be filed with the SEC by your listing exchange seeking
approval to amend its
listing rules. Please also revise to clarify, if true, that the only crypto
asset to be held by the
Trust will be bitcoin.
Shannon Ghia
FirstName LastNameShannon Ghia
iShares Bitcoin Trust
Comapany
January NameiShares Bitcoin Trust
5, 2024
January
Page 2 5, 2024 Page 2
FirstName LastName
Prospectus Summary
Trust Structure, the Sponsor, the Trustee, the Delaware Trustee and the
Custodians, page 1
2. We note your disclosure that "[s]ubject to the In-Kind Regulatory
Approval, these
transactions may also take place in exchange for bitcoin." We have the
following
comments:
Please revise your cover page and throughout to clarify that the
timing of In-Kind
Regulatory Approval is unknown and that there is no guarantee
that the Exchange
will receive In-Kind Regulatory Approval.
Please revise to clarify your prospectus summary and throughout
how you will
inform shareholders if the Exchange receives In-Kind Regulatory
Approval and if the
Sponsor chooses to allow in-kind creations and redemptions.
Please confirm your understanding, consistent with the undertaking
required by Item
512(a)(1)(iii) of Regulation S-K, that you will file a
post-effective amendment to
include any material information with respect to the plan of
distribution not
previously disclosed in the registration statement or any
material change to such
information.
Business of the Trust
Net Asset Value, page 61
3. Refer to your responses to comment 6 in our September 29, 2023 letter
and related
subsequent comments. We note your revised disclosure that the Trust
will only allow
cash redemptions, and observe that this change may have an impact on
your fair value
accounting policy, including principal market determination under ASC
Topic 820.
Please confirm your understanding that our decision not to issue
additional comments
should not be interpreted to mean that we either agree or disagree
with your responses and
your current fair value accounting policy. Please also confirm your
understanding that we
may comment further on this matter in future filing reviews once the
Trust is operational.
4. Refer to your response to comment 3. Please revise your disclosure on
page 61 to clarify
whether the Sponsor has a license agreement with the Secondary Index.
Valuation of Bitcoin; The CF Benchmark Index, page 62
5. Refer to your response to comment 5. Please revise to disclose how the
Trust will notify
investors of material changes to the CF Benchmarks Index's
methodology.
Description of the Shares and the Trust Agreement
Creation and Redemption, page 69
6. We note your revised disclosure on page 69. Please revise to identify
the Bitcoin Trading
Counterparties. Please also disclose the material terms of any
agreements with such
trading counterparties.
Shannon Ghia
FirstName LastNameShannon Ghia
iShares Bitcoin Trust
Comapany
January NameiShares Bitcoin Trust
5, 2024
January
Page 3 5, 2024 Page 3
FirstName LastName
Venue Provision, page 76
7. Refer to your response to comment 15. Section 7.5 of the Second
Amended and Restated
Trust Agreement and your December 22, 2023 response letter state that
the Exclusive
Jurisdiction provision does not apply to causes of action for
violation of the Exchange Act
or the Securities Act. Please revise your disclosure in the prospectus
for consistency. In
addition, please revise your disclosure on page 76 to disclose that
the waiver of jury trial
provision does not apply to causes of action for violation of the
Exchange Act or
Securities Act. Also, please revise to describe the restrictions of
the right to bring a
derivative action. In this regard, we note the terms in Section 3.5 of
the Second Amended
and Restated Trust Agreement.
The Prime Execution Agent and The Trade Credit Lender
The Trade Credit Lender, page 87
8. Please revise to disclose here the maximum amount of Trade Credits
that the Trust may
borrow, if any, and describe the term and termination provisions of
the Trade Financing
Agreement.
Financial Statements
General, page 102
9. Please include an updated consent from your independent registered
accounting firm in
your next amendment.
Please contact David Irving at 202-551-3321 or Robert Telewicz at
202-551-3438 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Crypto
Assets