SEC Comment Letter 0000000000-24-000272 to WisdomTree Bitcoin Fund (BTCW) (CIK 0001850391) (BTCW)
WisdomTree Bitcoin Fund (BTCW) (CIK 0001850391)
Date: Jan. 8, 2024 · CIK: 0001850391 · Accession: 0000000000-24-000272
AI Filing Summary & Sentiment
File numbers found in text: 333-254134
Letter
United States securities and exchange commission logo January 8, 2024 Jeremy Schwartz Chief Executive Officer WisdomTree Bitcoin Trust c/o WisdomTree Digital Commodity Services, LLC 250 West 34th Street, 3rd Floor New York, New York 10119 Re:WisdomTree Bitcoin Trust Amendment No. 6 to Registration Statement on Form S-1 Filed January 8, 2024 File No. 333-254134 Dear Jeremy Schwartz: 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 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. Risk Factors, page 12 2.Please add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing products.
FirstName LastNameJeremy Schwartz Comapany NameWisdomTree Bitcoin Trust January 8, 2024 Page 2 FirstName LastName Jeremy Schwartz WisdomTree Bitcoin Trust January 8, 2024 Page 2 Bitcoin, Bitcoin Market, Bitcoin Platforms and Regulation of Bitcoin Bitcoin Protocol, page 49 3.We note your response to comment 5 and your revised disclosure that "[w]ith respect to any fork, airdrop or similar event, the Trust will, at the direction of the Sponsor, permanently and irrevocably abandon any Incidental Rights or IR Virtual Currency for no consideration." We also note your disclosure that in the event that the Trust's or Sponsor's policy with respect to forks or airdrops changes, the "Shareholders will be given 60 days' advance notice via a posting on the Trust's website or prospectus supplement or through a current report on Form 8-K in the Trust’s annual or quarterly reports." Please revise your disclosure to state that any change to this policy would require the Trust to seek and obtain certain regulatory approvals, including approval by the SEC of an application by the Exchange to amend its listing rules. Exhibit Index Exhibit 23.1, page 92 4.We note that the consent from your accountants in Exhibit 23.1 references Pre-Effective Amendment No. 5. Please request an updated consent. 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 Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Todd Zerega
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United States securities and exchange commission logo
January 8, 2024
Jeremy Schwartz
Chief Executive Officer
WisdomTree Bitcoin Trust
c/o WisdomTree Digital Commodity Services, LLC
250 West 34th Street, 3rd Floor
New York, New York 10119
Re:WisdomTree Bitcoin Trust
Amendment No. 6 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-254134
Dear Jeremy Schwartz:
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
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.
Risk Factors, page 12
2.Please add risk factor disclosure addressing the risks related to your Authorized
Participants acting in the same capacity for several competing products.
FirstName LastNameJeremy Schwartz
Comapany NameWisdomTree Bitcoin Trust
January 8, 2024 Page 2
FirstName LastName
Jeremy Schwartz
WisdomTree Bitcoin Trust
January 8, 2024
Page 2
Bitcoin, Bitcoin Market, Bitcoin Platforms and Regulation of Bitcoin
Bitcoin Protocol, page 49
3.We note your response to comment 5 and your revised disclosure that "[w]ith respect to
any fork, airdrop or similar event, the Trust will, at the direction of the Sponsor,
permanently and irrevocably abandon any Incidental Rights or IR Virtual Currency for no
consideration." We also note your disclosure that in the event that the Trust's or Sponsor's
policy with respect to forks or airdrops changes, the "Shareholders will be given 60 days'
advance notice via a posting on the Trust's website or prospectus supplement or through
a current report on Form 8-K in the Trust’s annual or quarterly reports." Please revise your
disclosure to state that any change to this policy would require the Trust to seek and
obtain certain regulatory approvals, including approval by the SEC of an application by
the Exchange to amend its listing rules.
Exhibit Index
Exhibit 23.1, page 92
4.We note that the consent from your accountants in Exhibit 23.1 references Pre-Effective
Amendment No. 5. Please request an updated consent.
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 Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Todd Zerega