BlackRock and Bitwise Revised Their Spot Bitcoin Fund Plans

BlackRock and Bitwise filed amended registration statements for proposed spot-bitcoin exchange-traded products with the Securities and Exchange Commission on December 4, 2023, moving two closely watched applications deeper into operational and disclosure questions.

BlackRock’s iShares Bitcoin Trust filing was Amendment No. 2 to its Form S-1. A simultaneously submitted response letter said the amendment addressed SEC staff comments dated November 13. Bitwise’s filing supplied a revised preliminary prospectus and 29 additional documents, including proposed custody, authorized-participant, administration and marketing agreements.

The filings mattered because they converted an abstract argument about regulated bitcoin exposure into concrete questions about who would deliver assets, how shares would be valued and redeemed, where bitcoin would be held and which compliance controls would govern transactions. They did not approve either product or establish that SEC authorization was imminent.

Two different transaction designs

BlackRock’s December 4 prospectus described continuous issuance and redemption in blocks of 40,000 shares. Under that version of the proposal, baskets would be exchanged for bitcoin through authorized participants and market makers. Coinbase Custody Trust Company was identified as bitcoin custodian, Coinbase as prime broker and Bank of New York Mellon as cash custodian and administrator.

The accompanying correspondence provided unusual detail about the proposed in-kind workflow. BlackRock said authorized participants and market makers would undergo identification, anti-money-laundering and sanctions screening. Bitcoin delivered for creations would also be screened through blockchain-analytics procedures. The response stated that the custodian and prime broker could not loan, pledge or rehypothecate trust assets under the described arrangements, subject to a disclosed lien securing unpaid trade credit.

Bitwise presented a different structure. Its prospectus specified 10,000-share baskets and said creations and redemptions were expected to occur for U.S. dollars. The trust would arrange purchases or sales of the corresponding bitcoin rather than requiring authorized participants to deliver or receive bitcoin directly. Bitwise said in-kind transactions might become possible later, subject to obtaining necessary regulatory approvals.

Both proposed products would hold bitcoin and use the CME CF Bitcoin Reference Rate—New York Variant for daily valuation. That common benchmark did not make their operating models identical: the allocation of bitcoin execution, settlement and counterparty responsibilities differed materially.

The filings remained preliminary

Neither prospectus was complete. BlackRock had not filled in its proposed ticker, sponsor fee or final seed-creation details. Its filing did disclose that an affiliated seed investor had purchased 4,000 shares for $100,000 on October 27, equal to $25 per share. Bitwise identified the anticipated ticker BITB but had not determined its management fee.

Each filing warned that the securities could not be sold until its registration statement became effective and that the SEC had neither approved nor disapproved the offering. Registration-statement effectiveness was also separate from the exchange-rule proceedings required to list the products on Nasdaq or NYSE Arca.

The defensible event-day interpretation is therefore narrow: December 4 produced verifiable evidence of active, detailed registration work, not a regulatory decision.

A rally intensified the institutional context

The amendments arrived during a sharp bitcoin advance. A Reuters market report from the December 4 session observed bitcoin above $42,100—its highest level since April 2022—and later at $41,912. Reuters attributed market expectations partly to possible approval of a U.S. exchange-traded bitcoin product, while also noting changing interest-rate expectations.

Those observations came from a continuously traded, fragmented market and were not a consolidated daily close. They establish the environment surrounding the filings but do not prove that either amendment caused bitcoin’s movement. Coinburn’s neighboring archive entries separately document bitcoin crossing $40,000 on December 3 and $44,000 on December 5, so this reconstruction does not treat the intermediate price as its central event.

As of December 4, the filings showed that prospective issuers were working through custody, sanctions controls, valuation and share-processing mechanics. Approval, launch timing, final fees and the transaction model regulators would accept all remained unresolved.