SEC Comment Letter 0000000000-24-000279 to Fidelity Wise Origin Bitcoin Fund (FBTC)
Fidelity Wise Origin Bitcoin Fund
Date: Jan. 8, 2024 · CIK: 0001852317 · Accession: 0000000000-24-000279
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-254652
Letter
United States securities and exchange commission logo January 8, 2024 Cynthia Lo Bessette President Fidelity Wise Origin Bitcoin Fund c/o FD Funds Management LLC 245 Summer Street V13E Boston, MA 02210 Re:Fidelity Wise Origin Bitcoin Fund Amendment No. 4 to Registration Statement on Form S-1 Filed January 8, 2024 File No. 333-254652 Dear Cynthia Lo Bessette: 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.We note your revised disclosure in response to comment 1. Please revise to clarify, if true, 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. 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.
FirstName LastNameCynthia Lo Bessette Comapany NameFidelity Wise Origin Bitcoin Fund January 8, 2024 Page 2 FirstName LastName Cynthia Lo Bessette Fidelity Wise Origin Bitcoin Fund January 8, 2024 Page 2 Risks Associated with Bitcoin and the Bitcoin Network Spot markets on which bitcoin trades are relatively new..., page 16 4.We note your disclosure on page 16 that "[t]o aid in its efforts to identify and combat manipulation, the Exchange has entered into a Surveillance Sharing Agreement with Coinbase to supplement the Exchange's surveillance capabilities." Please revise to remove this statement to the extent it is inaccurate. Use of Proceeds, page 77 5.Refer to your revised disclosure in response to comment 4. Please disclose any material terms of your agreements with JSCT, LLC and Cumberland DRW LLC. Please also disclose whether either of these entities is affiliated with or has a material relationship with any of your Authorized Participants or other service providers. 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: Morrison C. Warren
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United States securities and exchange commission logo
January 8, 2024
Cynthia Lo Bessette
President
Fidelity Wise Origin Bitcoin Fund
c/o FD Funds Management LLC
245 Summer Street V13E
Boston, MA 02210
Re:Fidelity Wise Origin Bitcoin Fund
Amendment No. 4 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-254652
Dear Cynthia Lo Bessette:
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.We note your revised disclosure in response to comment 1. Please revise to clarify, if true,
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.
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.
FirstName LastNameCynthia Lo Bessette
Comapany NameFidelity Wise Origin Bitcoin Fund
January 8, 2024 Page 2
FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Fund
January 8, 2024
Page 2
Risks Associated with Bitcoin and the Bitcoin Network
Spot markets on which bitcoin trades are relatively new..., page 16
4.We note your disclosure on page 16 that "[t]o aid in its efforts to identify and combat
manipulation, the Exchange has entered into a Surveillance Sharing Agreement with
Coinbase to supplement the Exchange's surveillance capabilities." Please revise to
remove this statement to the extent it is inaccurate.
Use of Proceeds, page 77
5.Refer to your revised disclosure in response to comment 4. Please disclose any material
terms of your agreements with JSCT, LLC and Cumberland DRW LLC. Please also
disclose whether either of these entities is affiliated with or has a material relationship
with any of your Authorized Participants or other service providers.
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: Morrison C. Warren