Correspondence 0001437749-24-001046 from iShares Bitcoin Trust ETF (IBIT)
iShares Bitcoin Trust ETF
Date: Jan. 9, 2024 · CIK: 0001980994 · Accession: 0001437749-24-001046
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272680
Letter
VIA EDGAR Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance Re: iShares® Bitcoin Trust Amendment No. 8 to Registration Statement on Form S-1 File No. 333-272680
Dear Mr. Dobbie and Ms. Bednarowski:
On behalf of our client, the iShares Bitcoin Trust (the “Trust”), we transmit for filing under the Securities Act of 1933, as amended, the Trust’s Amendment No. 8 to Registration Statement on Form S-1 (the “Amended Registration Statement”) relating to the initial public offering of the the Trust’s shares representing fractional undivided beneficial interests in its net assets.
The Trust supplementally advises the Staff that the only changes to this Amended Registration Statement are the following:
1.
to lower the Sponsor’s Fee from 0.30% of the net asset value of the Trust to 0.25% of the net asset value of the Trust;
2.
to adjust the fee waiver from 0.20% of the net asset value of the Trust for the first $5.0 billion of the Trust’s assets to 0.12% of the net asset value of the Trust for the first $5.0 billion of the Trust’s assets (the term of the fee waiver remains unchanged and will be in effect for a twelve-month period commencing on the day the Shares are initially listed on NASDAQ); and
3.
to update the “Hypothetical Calculation of NAV” chart on page 67 of the prospectus to reflect the foregoing Sponsor’s Fee and fee waiver adjustments.
If you have any questions regarding the foregoing, please do not hesitate to call me at (212) 878-3180.
CLIFFORD CHANCE US LLP
Mr. Justin Dobbie, Esq.
Ms. Sonia Bednarowski, Esq.
United States Securities and Exchange Commission
January 9, 2023
Page 2
Sincerely,
/s/ Clifford R. Cone
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CORRESP 1 filename1.htm bit20240109c_corresp.htm CLIFFORD CHANCE US LLP 31 WEST 52ND STREET NEW YORK, NY 10019-6131 TEL +1 212 878 8000 FAX +1 212 878 8375 www.cliffordchance.com VIA EDGAR Mr. Justin Dobbie, Esq. Ms. Sonia Bednarowski, Esq. Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Direct Dial: +1 212 878-3180 E-mail: clifford.cone@cliffordchance.com January 9, 2023 Re: iShares® Bitcoin Trust Amendment No. 8 to Registration Statement on Form S-1 File No. 333-272680 Dear Mr. Dobbie and Ms. Bednarowski: On behalf of our client, the iShares Bitcoin Trust (the “Trust”), we transmit for filing under the Securities Act of 1933, as amended, the Trust’s Amendment No. 8 to Registration Statement on Form S-1 (the “Amended Registration Statement”) relating to the initial public offering of the the Trust’s shares representing fractional undivided beneficial interests in its net assets. The Trust supplementally advises the Staff that the only changes to this Amended Registration Statement are the following: 1. to lower the Sponsor’s Fee from 0.30% of the net asset value of the Trust to 0.25% of the net asset value of the Trust; 2. to adjust the fee waiver from 0.20% of the net asset value of the Trust for the first $5.0 billion of the Trust’s assets to 0.12% of the net asset value of the Trust for the first $5.0 billion of the Trust’s assets (the term of the fee waiver remains unchanged and will be in effect for a twelve-month period commencing on the day the Shares are initially listed on NASDAQ); and 3. to update the “Hypothetical Calculation of NAV” chart on page 67 of the prospectus to reflect the foregoing Sponsor’s Fee and fee waiver adjustments. If you have any questions regarding the foregoing, please do not hesitate to call me at (212) 878-3180. CLIFFORD CHANCE US LLP Mr. Justin Dobbie, Esq. Ms. Sonia Bednarowski, Esq. United States Securities and Exchange Commission January 9, 2023 Page 2 Sincerely, /s/ Clifford R. Cone Clifford R. Cone cc: Marisa Rolland, BlackRock, Inc. Adithya Attawar, BlackRock, Inc. Jason D. Myers, Clifford Chance US LLP Tae Ho Cho, Clifford Chance US LLP Jesse Overall, Clifford Chance US LLP Etherial Edetan, Clifford Chance US LLP