United States securities and exchange commission logo
January 8, 2024
Hany Rashwan
Chief Executive Officer
Ark 21Shares Bitcoin ETF
c/o 21Shares US LLC
37 West 20th Street, Suite 1101
New York, NY 10011
Re: Ark 21Shares
Bitcoin ETF
Amendment No. 6 to
Registration Statement on Form S-1
Filed January 8,
2024
File No. 333-257474
Dear Hany Rashwan:
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. 6 to Registration Statement on Form S-1
Risk Factors, page 15
1. Please add risk factor
disclosure addressing the risks related to your Authorized
Participants acting in
the same capacity for several competing products.
Hany Rashwan
FirstName LastNameHany
Ark 21Shares Bitcoin ETF Rashwan
Comapany
January NameArk 21Shares Bitcoin ETF
8, 2024
January
Page 2 8, 2024 Page 2
FirstName LastName
General
2. 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.
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 David Gessert at 202-551-2326 or Justin Dobbie at 202-551-3469 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Crypto
Assets
cc: Allison Fumai