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Therefore, Shareholders bitcoinwisdom be assured that the Custodian will maintain adequate insurance or any insurance with respect to the charter held by the Custodian on behalf of the Trust. As one block is added to the Blockchain approximately every six to btc minutes, a Bitcoin transaction will be, on average, confirmed beyond a reasonable charter in approximately one hour.
Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in bitcoins. Consequently, an Authorized Participant may be able to create or redeem a Basket of Shares at a discount or a premium to the public trading price per Share.
Because a substitute sponsor may have no experience managing a DMBA ETP, a bitcoinwisdom sponsor xpm not have the experience, btc or expertise required to ensure that xpm Trust will operate successfully or to continue to operate at all. The value of the Shares relates directly to the value of the bitcoins held by the Trust and fluctuations in the price of bitcoins could adversely affect an investment in the Shares. Last post by theunbeatable in Re: The Trust will not be a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage.
If the Trust is required to terminate and liquidate, such termination and liquidation could occur at a time that is disadvantageous to Shareholders, such as when the Winkdex spot price is lower than it was at the time when Shareholders purchased their Shares.
The first bitcoins were created in after Nakamoto released the Bitcoin Network source code the software and protocol that created and launched the Bitcoin Network. As of the date of this prospectus, discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money in contravention of known Bitcoin Network rules have been exceedingly rare.
Such an action may also result in the restriction of ownership, holding or trading in the Shares. Bitcoinwisdom Sponsor may take actions in the operation xpm the Trust that may be adverse to the interests of Shareholders. Loyalty of the parti The Index Provider maintains a monitoring charter that tests charter these criteria on an ongoing bitcoinwisdom.
In a Bitcoin transaction between two parties, the following btc must be xpm place: The Trust is not actively managed and will not have btc strategy relating to the development of the Bitcoin Network.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule under the Securities Act of , check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule b under the Securities Act of , check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule c under the Securities Act of , check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule d under the Securities Act of , check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Calculation of Registration Fee. Title of each class of. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8 a of the Securities Act of or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8 a , may determine.
Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Preliminary Prospectus dated December 30, The Winklevoss Bitcoin Trust Trust will issue Winklevoss Bitcoin Shares Shares , which represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust intends to issue additional Shares on a continuous basis.
The Shares may be purchased from the Trust only in one or more blocks of [50,] Shares a block of [50,] Shares is called a Basket. The Trust will not issue fractions of a Basket. Prior to this offering, there has been no public market for the Shares. Investing in the Shares involves significant risks.
Neither the Securities and Exchange Commission SEC nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense. The Shares are neither interests in nor obligations of the Sponsor or the Trustee.
It is expected that the Shares will be sold to the public at varying prices to be determined by reference to, among other considerations, the price of the bitcoins represented by each Share and the trading price of the Shares on the NASDAQ at the time of each sale. The Trust received all proceeds from the offering of the initial Baskets in set amounts of bitcoins in an amount equal to the full price for the initial Baskets.
The number of bitcoins representing a Share in the initial Baskets was [0. Purchasers of Shares may be subject to customary brokerage charges.
Investors should review the terms of their brokerage accounts for details on applicable charges. Public offering price for the initial Baskets. Statement Regarding Forward-Looking Statements. Business of the Trust. Description of the Trust.
The Trust Agency Service Provider. Description of the Shares. Description of Creation and Redemption of Shares. Expenses; Sales of Bitcoins. Description of the Trust Documents. Glossary of Defined Terms. Statement of Financial Condition. This prospectus contains information investors should consider when making an investment decision about the Shares. Investors may rely on the information contained in this prospectus.
The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides an investor with different or inconsistent information, that investor should not rely on it.
This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted. The Shares are not registered for public sale in any jurisdiction other than the United States. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances.
Investors are therefore cautioned against placing undue reliance on forward-looking statements. The Trust holds bitcoins, which are a digital commodity that is not issued by any government, bank or central organization. The Bitcoin software source code includes the math-based protocols that govern the creation of bitcoins and the cryptography system that secures and verifies transactions in bitcoins.
Bitcoins themselves have no physical existence beyond the record of transactions on the Blockchain. The Trust is expected from time to time to issue Baskets in exchange for deposits of bitcoins and to distribute bitcoins in connection with redemptions of Baskets.
The Sponsor believes that, for many investors, the Shares will represent a cost-effective and convenient means to access exposure to bitcoins.
Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, Winklevoss Capital Management LLC, the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor. Winklevoss IP LLC is the owner of and is licensing to the Sponsor such intellectual property for use by the Trust and its service providers in the operation of the Trust. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section a of the Delaware Statutory Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware.
The duties of the Trustee will be limited to i accepting legal process served on the Trust in the State of Delaware and ii the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under the Delaware Statutory Trust Act.
To the extent that, at law or in equity, the Trustee has duties including fiduciary duties and liabilities relating thereto to the Trust or the Shareholders, such duties and liabilities will be replaced by the duties and liabilities of the Trustee expressly set forth in the Trust Agreement. The Trustee will have no obligation to supervise, nor will it be liable for, the acts or omissions of the Sponsor, Administrator, Trust Agency Service Provider, Custodian or any other Person.
The Trust Agency Service Provider, among other things, provides transfer agent services with respect to the creation and redemption of Baskets by Authorized Participants.
Access to those digital wallets, and the bitcoins they hold, is restricted through the public-private key pair relating to each digital wallet. It will provide public addresses of the Trust to the Administrator.
The Shares are designed for investors seeking a cost-effective and convenient means to gain exposure to bitcoins with minimal credit risk. The Bitcoin Network is a recent technological innovation, and the bitcoins that are created, transferred, used and stored by entities and individuals have certain features associated with several types of assets, most notably commodities and currencies.
The Sponsor believes that, on balance, the important features of bitcoins and other Digital Math-Based Assets are those that are characteristics of commodities and therefore has referred to and discussed these assets as such. It is not known whether all US or foreign regulators will share this view, adopt a single, different view or espouse a variety of differing views.
Since December , regulators in jurisdictions including the United States, the United Kingdom and Switzerland have provided greater regulatory clarity, while Chinese, Russian and Vietnamese government officials have taken steps to limit the participation of their respective financial services sectors from directly interacting with the Bitcoin ecosystem, creating additional regulatory uncertainty in those countries.
In May , the Central Bank of Bolivia banned the use as currency of digital assets including bitcoins, while the government of Ecuador took steps to limit the use of Bitcoin in advance of the issuance of a proposed state-backed Digital Math-Based Asset.
The regulatory uncertainty surrounding the treatment of bitcoin creates risks for the Trust and its Shares. Table of Contents Investing in the Shares does not insulate the investor from certain risks, including price volatility. Emerging Growth Company Status. Presently, the Sponsor does not intend to waive any of its fees.
The Sponsor is not required to assume extraordinary, non-recurring expenses except certain indemnifications amounts that may become owed to the Trustee under the Trust Agreement , therefore the Trust may incur certain extraordinary, non-recurring expenses e.
Under such circumstances, the sale or conversion to fiat currency of bitcoin will occur after such bitcoins have been delivered from the Trust to the Trust Expense Account. In order to ensure the processing of bitcoin transfers to and from the Trust Custody Account, or among digital wallets in the Trust Custody Account or the Trust Expense Account, the Custodian may determine that the payment of a transaction fee to Bitcoin miners is prudent. It is anticipated that the reimbursement of transaction fees paid to miners shall be more than accounted for by the payment of creation and redemption.
Summary of Financial Condition. You should consider carefully the risks described below before making an investment decision.
The loss or destruction of a private key required to access a bitcoin may be irreversible. Bitcoins are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the bitcoins are held.
The Trust is required by the operation of the Bitcoin Network to publish the public key relating to a digital wallet in use by the Trust when it first verifies a spending transaction from that digital wallet and disseminates such information into the Bitcoin Network. To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Trust will be unable to access the bitcoins held in the related digital wallet and the private key will not be capable of being restored by the Bitcoin Network.
The further development and acceptance of the Bitcoin Network and other Digital Math-Based Asset systems, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of the Bitcoin Network may adversely affect an investment in the Shares. Digital Math-Based Assets such as bitcoins may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the Bitcoin Network is a prominent, but not unique, part.