Bitwise 10 Crypto Index Fund Files Form 10 with U.S. Securities and Exchange Commission
San Francisco • April 23, 2021
Bitwise announces the filing of Form 10 for the Bitwise 10 Crypto Index Fund.
Bitwise Asset Management, issuer of the largest crypto index fund in the world and the first DeFi Index fund in the world, announced today that it has publicly filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (SEC) on behalf of the Bitwise 10 Crypto Index Fund (OTCQX: BITW).¹
This filing is subject to SEC review. If the Registration Statement becomes effective, it would designate the Trust as an SEC reporting company and register its shares pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.² The Fund would be the first index-based crypto investment vehicle to attain the status of a reporting company by the SEC.
In addition, if the Registration Statement becomes effective, accredited investors who purchased shares in the Trust’s private placement would have an earlier liquidity opportunity, because the statutory holding period of private placement shares would be reduced from 12 months to six months, under Rule 144 of the Securities Act of 1933, as amended (“the Securities Act”).³
The Trust currently publishes quarterly and annual reports as well as audited financial statements pursuant to the OTC Markets Alternative Reporting Standard. Should the Registration Statement become effective, the Trust would file these reports and financial statements as 10-Q’s and 10-K’s with the SEC, along with current reports on Form 8-K, in addition to complying with all other obligations under the Exchange Act.
The Fund is an investment vehicle that offers investors exposure to the Bitwise 10 Large Cap Crypto Index in the form of a security, seeking to make it easier for an investor to invest in the cryptocurrency market as a whole, without having to pick specific assets, manage a portfolio, or constantly monitor ongoing news and developments.
For more information, please refer to the Form 10 filing and the Fund’s Annual Report on OTCMarkets.com.
(1) The Fund offers a private placement to accredited investors. The investment objective of the Fund is for the Shares to track the performance of the Bitwise 10 Large Cap Crypto Index, less the Fund’s expenses and other liabilities. The shares have historically traded at a substantial premium over the value of the Fund’s underlying assets, and such premium may change rapidly based on market conditions and could change to a discount.
(2) This filing should not be confused as an effort to classify the Bitwise 10 Crypto Index Fund as an exchange-traded fund (ETF). The structure of the Fund will not change; it will continue to neither operate a redemption program nor trade on a national securities exchange.
(3) The holding period reduction may go effective after the Fund has been a reporting company for at least 90 days and has satisfied the other requirements under Rule 144 of the Securities Act.
This press release is not an offer to sell or a solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal, nor shall there be any sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Risk Disclosure and Important Information
This press release is neither an offer to sell nor a solicitation of an offer to buy Interests in any Fund. Any such offer or solicitation will be made solely through definitive offering documents, identified as such, which will contain information about each fund’s investment objectives and terms and conditions of an investment, and may also describe risks and tax information related to an investment therein, and which qualifies in its entirety the information set forth in this press release. Prospective investors must not construe the contents of this document as legal, tax, investment, or other advice. Each prospective investor is urged to consult with its own advisers with respect to legal, tax, regulatory, financial, accounting, and similar consequences of investing in any Fund. The Units and the Shares (the “Interests”) of the Funds have not been registered under the Securities Act of 1933 (“the Securities Act”), the securities laws of any state, or the securities laws of any other jurisdiction, nor is such registration contemplated. If the Registration Statement becomes effective, it would designate the Trust as an SEC reporting company and register its shares pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. The Interests will be and have been offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made. The Fund mentioned herein is not registered as an investment company under the Investment Company Act of 1940, as amended, and Bitwise believes that such registration is not required.
The Shares of Funds that are publicly quoted on the OTCQX Best Market are Shares that have become “unrestricted” under Rule 144 of the Securities Act one year and a day subsequent to the date that the Shares were originally issued (although Shares held by affiliates and insiders will be subject to additional restrictions on resales, including restrictions on the number of Shares that may be resold within any three-month period). Shares that have become unrestricted may be quoted on the OTCQX Best Market, and may be purchased and sold throughout the trading day through any brokerage account with access to such markets.
No Advice on Investment; Risk of Loss: Prior to making any investment decision in respect of any Fund or Shares of any Fund, each investor must undertake their own independent examination and investigation of the Fund, including the merits and risks involved in an investment in the Fund or Shares, and must base its investment decision—including a determination whether Shares would be a suitable investment for the investor—on such examination and investigation, and must not rely on Bitwise or the Funds in making such investment decision. Each prospective investor is urged to consult with their own advisors with respect to legal, tax, regulatory, financial, accounting, and similar consequences of investing in any Fund, the suitability of the investment for such investor, and other relevant matters concerning an investment in the Fund. This press release contains limited information regarding the terms of the Fund. The summary set forth on this document does not purport to be complete, and is qualified in its entirety by reference to the definitive offering documents relating to each Fund and/or in each case, if available in addition, the Fund’s Annual Report or Information Statement and Quarterly Reports, which can be found on www.otcmarkets.com for the Bitwise 10 Crypto Index Fund (Symbol: BITW). Do not place undue reliance on this press release.
Information May Change and Be Inaccurate, Incomplete, or Outdated: The information in this document is for discussion purposes only, and no representations or warranties are given or implied. All of the information presented herein is subject to change without notice. Data in this release, including summary AUM data, is unaudited in the current period, and is provided as of March 31, 2021.
Based in San Francisco, Bitwise is one of the largest and fastest-growing crypto asset managers, offering both index and active strategies across a wide array of investment vehicles. The firm is known for creating the world’s largest crypto index fund (OTCQX: BITW), a suite of crypto-focused equity and futures ETFs, and investment products that span Bitcoin, Ethereum, DeFi, NFTs, and the Metaverse. Bitwise focuses on partnering with financial advisors and investment professionals to provide quality education and research. The team at Bitwise combines expertise in technology with decades of experience in traditional asset management and indexing, coming from firms including BlackRock, Blackstone, Meta, and Google, as well as the U.S. Attorney’s Office. Bitwise is backed by leading institutional investors and asset management executives, and has been profiled in Institutional Investor, CNBC, Barron’s, Bloomberg, and The Wall Street Journal.
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