United States securities and exchange commission logo
January 8, 2024
Hunter Horsley
Chief Executive Officer
Bitwise Bitcoin ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, CA 94104
Re: Bitwise Bitcoin ETF
Amendment No. 4 to
Registration Statement on Form S-1
Filed January 8,
2024
File No. 333-260235
Dear Hunter Horsley:
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 January 5, 2024
letter.
Amendment No. 4 to Registration Statement on Form S-1
General
1. In order to meet your
anticipated timing, please respond to these comments and amend
your registration
statement no later than 10:00 a.m. (EST) on January 9, 2024.
2. Please revise your
disclosure to clarify whether and to what extent any of the Bitcoin
Trading Counterparties
are affiliated with or have any material relationships with any of
the Authorized
Participants.
Risk Factors, page 10
3. Please add risk factor
disclosure addressing the risks related to your Authorized
Participants acting in
the same capacity for several competing products.
Hunter Horsley
FirstName LastNameHunter Horsley
Bitwise Bitcoin ETF
Comapany
January NameBitwise Bitcoin ETF
8, 2024
January
Page 2 8, 2024 Page 2
FirstName LastName
Risks Associated with Bitcoin and the Bitcoin Network
Shareholders may not receive the benefits of any forks or "airdrops", page 20
4. We note your response to comment 3 that the only crypto asset to be
held by the Trust will
be bitcoin and 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.
Please revise your disclosure to clarify that 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.
The Prime Execution Agent and the Trade Credit Lender
The Trade Credit Lender, page 84
5. We note your response to prior comment 17 and re-issue in part. Please
revise to disclose:
Whether the Trust's intention is to generally fund the Trading
Balance at the Prime
Execution Agent with sufficient cash or bitcoin or whether the
Trust regularly
expects to utilize the Trade Financing Agreement; and
In the case of interest payable on the Trade Credits that are the
responsibility of the
Trust, the impact such interest payments will have on the net
assets of the Trust over
time.
Please contact Kate Tillan at 202-551-3604 or Michelle Miller at
202-551-3368 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758
with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Crypto
Assets
cc: Richard J. Coyle