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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2024

or

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____________ to _____________.

Commission file number: 001-41902

 

BITWISE BITCOIN ETF

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of
incorporation or organization)

83-6613214

(I.R.S. Employer
Identification No.)

c/o Bitwise Investment Advisers, LLC

250 Montgomery Street, Suite 200

San Francisco, California 94104

(Address of principal executive offices) (Zip Code)

 

(415) 707-3663

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Bitwise Bitcoin ETF Shares

BITB

NYSE Arca, Inc.

 

Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

Large Accelerated Filer

 

Accelerated Filer

Non‑Accelerated Filer

 

Smaller Reporting Company

 

 

 

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes‑Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 


 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act.). Yes No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $2,250,706,500

As of March 17, 2025, the registrant had 70,640,000 Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

 


 

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of Bitwise Bitcoin ETF (the “Trust”) for the year ended December 31, 2024, as originally filed with the Securities and Exchange Commission on March 17, 2025 (the “Original Form 10-K”), is being filed solely to (i) correct the Trust’s Smaller Reporting Company filer status as reported on the cover page of the Original Form 10-K by unchecking the corresponding box on the cover page of this Amendment No. 1, and (ii) file the consent of KPMG LLP, the Trust’s independent registered public accounting firm (the “Consent”). Due to an administrative error, the Consent was inadvertently not included in the Original Form 10-K.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 includes new certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment No. 1. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.

Except as set forth in this Amendment No. 1, no other changes have been made to the Original Form 10-K. The Original Form 10-K has not been amended or updated to reflect events occurring after the filing date of the Original Form 10-K, except as specifically set forth in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

 


 

PART IV

ITEM 15. Exhibits and Financial Statement Schedules.

(1)
No financial statements are filed with this Amendment No. 1. These items were included as part of the Original Form 10-K.
(2)
None.
(3)
Exhibits:

Exhibit
No.

 

Description of Document

23.1*

 

Consent of KPMG LLP, Independent Registered Public Accounting Firm

31.1*

 

Certification by Principal Executive Officer of the Trust Pursuant to Rule 13a‑14(a) under the Securities Exchange Act of 1934

31.2*

 

Certification by Principal Financial Officer of the Trust Pursuant to Rule 13a‑14(a) under the Securities Exchange Act of 1934

104

 

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

 


 

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.

Bitwise Investment Advisers, LLC,

as Sponsor of Bitwise Bitcoin ETF

 

/s/ Hunter Horsley

By: Hunter Horsley

Director and President

(Principal Executive Officer)*

/s/ Paul Fusaro

By: Paul Fusaro

Chief Operating Officer

(Principal Financial Officer and Principal Accounting Officer)*

 

Date: March 28, 2025

 

* The registrant is a trust and the persons are signing in their capacities as officers or directors of Bitwise Investment Advisers, LLC, the sponsor of the registrant.

 

 

 


 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement (No. 333-260235) on Form S-1 of our report dated March 17, 2025, with respect to the financial statements of Bitwise Bitcoin ETF (the Trust), which appears in the December 31, 2024 annual report on Form 10-K of the Trust.

/s/ KPMG LLP

New York, New York
March 28, 2025

 


 

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

RULE 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hunter Horsley, certify that:

1.
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of Bitwise Bitcoin ETF (BITB) (“Trust”); and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 28, 2025

/s/ Hunter Horsley

Hunter Horsley *

Director and President

(Principal Executive Officer)

* The registrant is a trust and Hunter Horsley is signing in his capacity as Principal Executive Officer of Bitwise Investment Advisers, LLC, the sponsor of the Trust.

 

 


 

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

RULE 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Fusaro, certify that:

1.
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of Bitwise Bitcoin ETF (BITB) (“Trust”); and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 28, 2025

/s/ Paul Fusaro

Paul Fusaro *

Chief Operating Officer

(Principal Financial and Accounting Officer)

* The registrant is a trust and Paul Fusaro is signing in his capacity as Principal Financial and Accounting Officer of Bitwise Investment Advisers, LLC, the sponsor of the Trust.

 

 


v3.25.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2024
Mar. 17, 2025
Jun. 28, 2024
Cover [Abstract]      
Document Type 10-K/A    
Amendment Flag true    
Amendment Description This Amendment No. 1 to the Annual Report on Form 10-K of Bitwise Bitcoin ETF (the “Trust”) for the year ended December 31, 2024, as originally filed with the Securities and Exchange Commission on March 17, 2025 (the “Original Form 10-K”), is being filed solely to (i) correct the Trust’s Smaller Reporting Company filer status as reported on the cover page of the Original Form 10-K by unchecking the corresponding box on the cover page of this Amendment No. 1, and (ii) file the consent of KPMG LLP, the Trust’s independent registered public accounting firm (the “Consent”). Due to an administrative error, the Consent was inadvertently not included in the Original Form 10-K. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 includes new certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment No. 1. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted. Except as set forth in this Amendment No. 1, no other changes have been made to the Original Form 10-K. The Original Form 10-K has not been amended or updated to reflect events occurring after the filing date of the Original Form 10-K, except as specifically set forth in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2024    
Document Fiscal Year Focus 2024    
Current Fiscal Year End Date --12-31    
Document Fiscal Period Focus FY    
Entity Registrant Name BITWISE BITCOIN ETF    
Entity Central Index Key 0001763415    
Entity File Number 001-41902    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 83-6613214    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Address, Address Line One 250 Montgomery Street    
Entity Address, Address Line Two Suite 200    
Entity Address, City or Town San Francisco    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94104    
City Area Code 415    
Local Phone Number 707-3663    
Title of 12(b) Security Bitwise Bitcoin ETF Shares    
Trading Symbol BITB    
Security Exchange Name NYSEArca    
Entity Public Float     $ 2,250,706,500
Entity Common Stock, Shares Outstanding   70,640,000  
Documents Incorporated by Reference [Text Block]

DOCUMENTS INCORPORATED BY REFERENCE:

None.

   

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