SEC Comment Letter 0000000000-24-000281 to VanEck Bitcoin Trust (HODL) (CIK 0001838028) (HODL)
VanEck Bitcoin Trust (HODL) (CIK 0001838028)
Date: Jan. 8, 2024 · CIK: 0001838028 · Accession: 0000000000-24-000281
AI Filing Summary & Sentiment
File numbers found in text: 333-251808
Letter
United States securities and exchange commission logo January 8, 2024 Jan F. van Eck President and Chief Executive Officer VanEck Bitcoin Trust c/o VanEck Digital Assets, LLC 666 Third Avenue, 9th Floor New York, NY 10017 Re:VanEck Bitcoin Trust Amendment No. 7 to Registration Statement on Form S-1 Filed January 8, 2024 File No. 333-251808 Dear Jan F. van Eck: 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. 7 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 Liquidity Providers are affiliated with or have any material relationships with any of the Authorized Participants.
FirstName LastNameJan F. van Eck Comapany NameVanEck Bitcoin Trust January 8, 2024 Page 2 FirstName LastName Jan F. van Eck VanEck Bitcoin Trust January 8, 2024 Page 2 Risk Factors, page 11 3.Please add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing products. The Trust's Service Providers The Bitcoin Custodian The Bitcoin Custodian's Role in the Clearing Agreement, page 79 4.We note your response to prior comment 7. We could not locate your revised disclosure relating to fees and re-issue in part. Please revise to specify who will be responsible for any fees associated with bitcoin transactions between the Authorized Participants, Bitcoin Custodian and Gemini Clearing. Please file Gemini's User Agreement as an exhibit to your registration statement. 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 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: Clifford Cone
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United States securities and exchange commission logo
January 8, 2024
Jan F. van Eck
President and Chief Executive Officer
VanEck Bitcoin Trust
c/o VanEck Digital Assets, LLC
666 Third Avenue, 9th Floor
New York, NY 10017
Re:VanEck Bitcoin Trust
Amendment No. 7 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-251808
Dear Jan F. van Eck:
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. 7 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 Liquidity
Providers are affiliated with or have any material relationships with any of the Authorized
Participants.
FirstName LastNameJan F. van Eck
Comapany NameVanEck Bitcoin Trust
January 8, 2024 Page 2
FirstName LastName
Jan F. van Eck
VanEck Bitcoin Trust
January 8, 2024
Page 2
Risk Factors, page 11
3.Please add risk factor disclosure addressing the risks related to your Authorized
Participants acting in the same capacity for several competing products.
The Trust's Service Providers
The Bitcoin Custodian
The Bitcoin Custodian's Role in the Clearing Agreement, page 79
4.We note your response to prior comment 7. We could not locate your revised disclosure
relating to fees and re-issue in part. Please revise to specify who will be responsible for
any fees associated with bitcoin transactions between the Authorized Participants, Bitcoin
Custodian and Gemini Clearing. Please file Gemini's User Agreement as an exhibit to
your registration statement.
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 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: Clifford Cone