CORRESP Filing
Bitwise Bitcoin ETF
Date: June 23, 2025 · CIK: 0001763415 · Accession: 0001213900-25-056638
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287903
Letter
Via EDGAR Correspondence United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bitwise Bitcoin ETF File No. 333-287903
Dear Ms. Bednarowski and Ms. Cheng:
This letter responds to your comments regarding the registration statement filed on Form S-3 for the Bitwise Bitcoin ETF (the "Trust" ) with the Staff of the Securities and Exchange Commission (the "Staff" ) on June 10, 2025 (the "Registration Statement" ). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.
Comment 1 – Cover Page
The Staff notes your disclosure on the cover page that "[p]rior to this offering, there has been no public market for the Shares." Please revise to update your cover page.
Response to Comment 1
The referenced disclosure has been deleted.
June 23, 2025
Page 2
Comment 2 – Prospectus Summary – Purchases and Sales of Bitcoin, page 3
Please revise to disclose the material terms of the agreements with the Bitcoin Trading Counterparties.
Response to Comment 2
The Sponsor, on behalf of the Registrant, declines to include the requested disclosure in the Prospectus Summary as the material terms of such agreements are limited to their term and the indemnification arrangements between the parties, neither of which rise to level of materiality to warrant their inclusion in the Prospectus Summary. Nevertheless, the following robust disclosure has been added to the section entitled "Material Contracts":
Master Purchase and Sale Agreement for Digital Assets
The Sponsor, on behalf of the Trust, has entered into a Master Purchase and Sale Agreement for Digital Assets with each Bitcoin Trading Counterparty. This agreement set forth the general parameters under which a transaction in bitcoin will be effectuated, should any transaction with a Bitcoin Trading Counterparty occur. The agreement shall remain in effect until terminated in writing by either the Trust or the Bitcoin Trading Counterparty. The Bitcoin Trading Counterparty shall have no liability: (i) with respect to any breach of the agreement which does not arise from its bad faith or gross negligence, (ii) for any act or omission (including insolvency) or delay of any third party, including any bank, digital wallet provider or digital currency exchange or any of their agents or subcontractors, (iii) for any interruption or delays of service, system failure, or errors in the design or functioning of any electronic system, or (iv) for any consequential, indirect, incidental, or any similar damages (even if informed of the possibility or likelihood of such damages). The Trust and Sponsor will each, on a several basis (and without duplication), indemnify, defend and hold the Bitcoin Trading Counterparty harmless together with its officers, directors, members, partners, affiliates and employees, agents and licensors (the "Indemnified Parties") from and against all losses, liabilities, judgments, proceedings, claims, damages and costs (including attorneys' fees) resulting from any third-party action related to: (i) the Trust's breach of the terms of the agreement, (ii) the Trust's violation of any applicable law, rule or regulation, (iii) Bitcoin Trading Counterparty's reliance on any instruction (in whatever form delivered) which it reasonably believed to have been given by the Trust, or (iv) other acts or omissions in connection with the execution of transactions with the Bitcoin Trading Counterparty.
June 23, 2025
Page 3
Comment 3 – The Trust's Service Providers – The Bitcoin Custodian, page 5
The Staff notes that the Trust may retain additional bitcoin custodians from time to time. Please revise to disclose the criteria, if any, that the Sponsor and the Trust will use to select such additional bitcoin custodians.
Response to Comment 3
Pursuant to the Staff's comment, the following disclosure has been added to the referenced section of the Registration Statement:
In selecting a Future Bitcoin Custodian, the Sponsor, on behalf of the Trust, will consider a number of factors, including, but not limited to, regulatory compliance, operational security, insurance coverage, institutional reputation, and demonstrated experience safely storing large digital asset holdings.
Comment 4 – Creation and Redemption of Shares, page 91
The Staff notes your disclosure on page 92 that the manner by which creations and redemptions are made is dictated by the terms of the Authorized Participant Agreement. Please revise to identify the current Authorized Participants that have Authorized Participant Agreements that allow for only cash, only in-kind, and both cash and in-kind creations and redemptions.
Response to Comment 4
Pursuant to the Staff's comment, the following disclosure has been added to the referenced section of the Registration Statement:
As of May 23, 2025, Jane Street Capital, LLC, Marex Financial, Macquarie Capital (USA) Inc., Goldman Sachs Group, Inc., Citadel LLC, Virtu Americas LLC, and The Bank of New York Mellon Corporation have executed Authorized Participant Agreements with the Trust. Pursuant to the terms of those Authorized Participant Agreements, each such Authorized Participant, except for Marex Financial and The Bank of New York Mellon Corporation, may conduct Cash Creations, Cash Redemptions, In-Kind Creations and In-Kind Redemptions. As of May 23, 2025, Marex Financial and The Bank of New York Mellon Corporation may only conduct Cash Creations and Cash Redemptions.
June 23, 2025
Page 4
Comment 5 – Creation and Redemption of Shares, page 91
Please reconcile your disclosures in this section relating to timing of placing of Creation Orders and Redemption Orders for in-kind transactions, Sections 2.08(a) and 2.09(a) of the Trust Agreement, and Schedule 1 to the Authorized Participant Agreement.
Response to Comment 5
The order cut-off times in the Registration Statement have been revised to align with Sections 2.08(a) and 2.09(a) of the Trust Agreement, and Schedule 1 to the Authorized Participant Agreement.
********
Please call me at (312) 845-3724 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler llp
Show Raw Text
CORRESP 1 filename1.htm Richard Coyle Partner Chapman and Cutler LLP 320 South Canal Street, 27th Floor Chicago, Illinois 60606 T (312) 845-3724 rcoyle@chapman.com June 23, 2025 Via EDGAR Correspondence United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bitwise Bitcoin ETF File No. 333-287903 Dear Ms. Bednarowski and Ms. Cheng: This letter responds to your comments regarding the registration statement filed on Form S-3 for the Bitwise Bitcoin ETF (the "Trust" ) with the Staff of the Securities and Exchange Commission (the "Staff" ) on June 10, 2025 (the "Registration Statement" ). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement. Comment 1 – Cover Page The Staff notes your disclosure on the cover page that "[p]rior to this offering, there has been no public market for the Shares." Please revise to update your cover page. Response to Comment 1 The referenced disclosure has been deleted. June 23, 2025 Page 2 Comment 2 – Prospectus Summary – Purchases and Sales of Bitcoin, page 3 Please revise to disclose the material terms of the agreements with the Bitcoin Trading Counterparties. Response to Comment 2 The Sponsor, on behalf of the Registrant, declines to include the requested disclosure in the Prospectus Summary as the material terms of such agreements are limited to their term and the indemnification arrangements between the parties, neither of which rise to level of materiality to warrant their inclusion in the Prospectus Summary. Nevertheless, the following robust disclosure has been added to the section entitled "Material Contracts": Master Purchase and Sale Agreement for Digital Assets The Sponsor, on behalf of the Trust, has entered into a Master Purchase and Sale Agreement for Digital Assets with each Bitcoin Trading Counterparty. This agreement set forth the general parameters under which a transaction in bitcoin will be effectuated, should any transaction with a Bitcoin Trading Counterparty occur. The agreement shall remain in effect until terminated in writing by either the Trust or the Bitcoin Trading Counterparty. The Bitcoin Trading Counterparty shall have no liability: (i) with respect to any breach of the agreement which does not arise from its bad faith or gross negligence, (ii) for any act or omission (including insolvency) or delay of any third party, including any bank, digital wallet provider or digital currency exchange or any of their agents or subcontractors, (iii) for any interruption or delays of service, system failure, or errors in the design or functioning of any electronic system, or (iv) for any consequential, indirect, incidental, or any similar damages (even if informed of the possibility or likelihood of such damages). The Trust and Sponsor will each, on a several basis (and without duplication), indemnify, defend and hold the Bitcoin Trading Counterparty harmless together with its officers, directors, members, partners, affiliates and employees, agents and licensors (the "Indemnified Parties") from and against all losses, liabilities, judgments, proceedings, claims, damages and costs (including attorneys' fees) resulting from any third-party action related to: (i) the Trust's breach of the terms of the agreement, (ii) the Trust's violation of any applicable law, rule or regulation, (iii) Bitcoin Trading Counterparty's reliance on any instruction (in whatever form delivered) which it reasonably believed to have been given by the Trust, or (iv) other acts or omissions in connection with the execution of transactions with the Bitcoin Trading Counterparty. June 23, 2025 Page 3 Comment 3 – The Trust's Service Providers – The Bitcoin Custodian, page 5 The Staff notes that the Trust may retain additional bitcoin custodians from time to time. Please revise to disclose the criteria, if any, that the Sponsor and the Trust will use to select such additional bitcoin custodians. Response to Comment 3 Pursuant to the Staff's comment, the following disclosure has been added to the referenced section of the Registration Statement: In selecting a Future Bitcoin Custodian, the Sponsor, on behalf of the Trust, will consider a number of factors, including, but not limited to, regulatory compliance, operational security, insurance coverage, institutional reputation, and demonstrated experience safely storing large digital asset holdings. Comment 4 – Creation and Redemption of Shares, page 91 The Staff notes your disclosure on page 92 that the manner by which creations and redemptions are made is dictated by the terms of the Authorized Participant Agreement. Please revise to identify the current Authorized Participants that have Authorized Participant Agreements that allow for only cash, only in-kind, and both cash and in-kind creations and redemptions. Response to Comment 4 Pursuant to the Staff's comment, the following disclosure has been added to the referenced section of the Registration Statement: As of May 23, 2025, Jane Street Capital, LLC, Marex Financial, Macquarie Capital (USA) Inc., Goldman Sachs Group, Inc., Citadel LLC, Virtu Americas LLC, and The Bank of New York Mellon Corporation have executed Authorized Participant Agreements with the Trust. Pursuant to the terms of those Authorized Participant Agreements, each such Authorized Participant, except for Marex Financial and The Bank of New York Mellon Corporation, may conduct Cash Creations, Cash Redemptions, In-Kind Creations and In-Kind Redemptions. As of May 23, 2025, Marex Financial and The Bank of New York Mellon Corporation may only conduct Cash Creations and Cash Redemptions. June 23, 2025 Page 4 Comment 5 – Creation and Redemption of Shares, page 91 Please reconcile your disclosures in this section relating to timing of placing of Creation Orders and Redemption Orders for in-kind transactions, Sections 2.08(a) and 2.09(a) of the Trust Agreement, and Schedule 1 to the Authorized Participant Agreement. Response to Comment 5 The order cut-off times in the Registration Statement have been revised to align with Sections 2.08(a) and 2.09(a) of the Trust Agreement, and Schedule 1 to the Authorized Participant Agreement. ******** Please call me at (312) 845-3724 if you have any questions or issues you would like to discuss regarding these matters. Sincerely yours, Chapman and Cutler llp By: /s/ Richard Coyle Richard Coyle cc: Katherine Dowling, Esq., General Counsel of Bitwise Asset Management James Audette, Esq., Chapman and Cutler LLP