SECURITIES AND EXCHANGE COMMISSION FORM 10-12G/A Initial general form for registration of a class of securities pursuant to Section 12(g) [amend] Filing Date: 2021-07-01 SEC Accession No. 0001193125-21-205273 (HTML Version on secdatabase.com) FILER Bitwise 10 Crypto Index Fund Mailing Address Business Address 300 BRANNAN STREET 300 BRANNAN STREET CIK:1723788| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 201 SUITE 201 Type: 10-12G/A | Act: 34 | File No.: 000-56270 | Film No.: 211063777 SAN FRANCISCO CA 94107 SAN FRANCISCO CA 94107 SIC: 6221 Commodity contracts brokers & dealers (415) 789-6952 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on June 30, 2021 File No. 000-56270 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Bitwise 10 Crypto Index Fund (Exact name of registrant as specified in its charter) DELAWARE 82-3002349 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 300 Brannan Street, Suite 201 San Francisco, CA 94107 (Address of principal executive offices and Zip Code) (415) 968-1843 (Registrants telephone number, including area code) Copies to: Robert H. Rosenblum, Esq. Wilson Sonsini Goodrich & Rosati P.C. 1700 K St NW Washington, D.C. 20006 Securities registered pursuant to Section 12(b) of the Act: None. Securities to be registered pursuant to Section 12(g) of the Act: Bitwise 10 Crypto Index Fund (BITW) Shares Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page(s) Explanatory Note i Cautionary Note on Forward-Looking Statements ii Summary of Risk Factors iii Item 1. Business. 1 Item 1A. Risk Factors. 33 Item 2. Financial Information. 75 Item 3. Properties. 90 Item 4. Security Ownership of Certain Beneficial Owners and Management. 90 Item 5. Directors and Executive Officers. 91 Item 6. Executive Compensation. 100 Item 7. Certain Relationships And Related Transactions, And Director Independence. 100 Item 8. Legal Proceedings. 103 Item 9. Market Price Of And Dividends On The Registrants Common Equity And Related Stockholder Matters. 103 Item 10. Recent Sales Of Unregistered Securities. 104 Item 11. Description Of Registrants Securities To Be Registered. 105 Item 12. Indemnification Of Directors And Officers. 109 Item 13. Financial Statements And Supplementary Data. 109 Item 14. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure. 110 Item 15. Financial Statements And Exhibits. 111 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Explanatory Note Bitwise 10 Crypto Index Fund (hereafter, the Trust, we, us or our) is filing this Registration Statement on Form 10 to register its common units of fractional undivided beneficial interest (Shares) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Once this Registration Statement is deemed effective, the Trust will be subject to the requirements of Regulation 13A under the Exchange Act, which will require it to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and to comply with all other obligations of the Exchange Act applicable to issuers filing Registration Statements pursuant to Section 12(g) of the Exchange Act. i Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Form 10 includes forward-looking statements. All statements other than statements of historical information provided herein are forward- looking and may contain information about financial results, economic conditions, trends and known uncertainties. Some of these forward-looking statements can be identified by the use of forward-looking terminology such as believes, expects, may, will, should, seeks, approximately, intends, plans, estimates, or anticipates or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans, intentions or unrealized investment results. These statements involve risks, uncertainties, assumptions and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this registration statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this registration statement include, but are not limited to, statements relating to the continued quotation of the Shares on the OTCQX; our expectations regarding regulatory developments affecting the Trust; our future financial performance; and the performance of the Bitwise 10 Crypto Index (the Index). Such forward-looking statements are subject to numerous risks and are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and may not be realized. The Trust cautions the reader that actual results could differ materially from those expected by the Trust depending on the outcome of certain factors, including without limitation, changes in the U.S. economy, changes in the regulation of cryptocurrencies, and other important factors described in this registration state under the Item 1.A Risk Factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Industry experts may disagree with such analyses, forecasts and targets, the estimations and assumptions used in preparing the analyses, forecasts and targets or the Trusts view or understanding of current or future events. No assurance, representation or warranty is made by any person that any of such analyses, forecasts and targets will be achieved and no investor should rely on such analyses, forecasts and targets. None of the Trusts or any of their affiliates or any of their respective directors, managers, officers, employees, partners, shareholders, advisors or agents makes any assurance, representation or warranty as to the accuracy of any of such analyses, forecasts and targets. Nothing contained in this document may be relied upon as a guarantee, promise, assurance or a representation as to the future. The Trust undertakes no obligation to release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including without limitation, changes in the Trusts business strategy or planned expenditures, or to reflect the occurrence of unanticipated events. ii Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents SUMMARY OF RISK FACTORS Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this form titled Risk Factors. These risks include the following: investing in cryptocurrencies generally is speculative, and the Portfolio Crypto Assets of the Trust are subject to volatile price fluctuations which can negatively impact Shares of the Trust; because the Portfolio Crypto Assets of the Trust are dependent, in part, on the continued market acceptance and development of crypto assets and blockchain technology by consumers, any declines or negative trends affecting crypto assets or blockchain technology will adversely affect the value of Shares of the Trust; our relatively limited operating history makes it difficult to evaluate the Index, which is relatively new, and the Index Methodology, which is also relatively new, and may increase the risk that we will not be successful; our business depends on the development and commercialization of the Index, which is a highly competitive industry, and the Trust may not be commercially successful; any actual or perceived failure of the Portfolio Crypto Assets of the Trust to block malware or prevent failures or cyber security breaches or incidents could harm the reputation of the assets, and cause the assets to be perceived as insecure, exploitable, or unreliable,