~~false000176341500017634152024-08-272024-08-27~~UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~February 2710, ~~2024~~2025

Bitwise Bitcoin ETF

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41902	83-6613214
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 Montgomery Street, Suite 200
San Francisco, California		94104
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 415 707-3663

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☒

Item 1.0102 Termination ~~Entry~~of ~~into~~ a Material Definitive Agreement.

OnAs ~~August~~previously 26disclosed, ~~2024,~~ Bitwise ~~Bitcoin ETF (the “Bitwise Trust”), Bitwise~~ Investment Advisers, LLC, ~~the~~and ~~sponsor of the~~ Bitwise ~~Trust~~Bitcoin ETF (~~the~~together, “Bitwise”), ~~Osprey~~on ~~Bitcoin Trust (~~the ~~“Osprey~~one ~~Trust”)~~hand, and Osprey Funds, LLC, ~~the~~and ~~sponsor of the~~ Osprey Bitcoin Trust (together, “Osprey”), ~~and~~on ~~collectively,~~ the ~~“Parties”)~~other hand, entered into an Asset Purchase and Contribution Agreement (~~the~~ “APA”)., ~~Pursuant~~dated toAugust ~~the~~26, ~~APA~~2024, ~~the~~pursuant to which Osprey ~~Trust~~agreed ~~will~~to sell all of its ~~owned~~ bitcoin ~~(the “Purchased Bitcoin”)~~ to ~~the~~ Bitwise ~~Trust~~ in exchange for shares of ~~beneficial~~Bitwise ~~interest~~Bitcoin ~~(the~~ETF (“~~Consideration Shares~~BITB”) ~~of the Bitwise Trust~~. ~~The~~On ~~Purchased~~February ~~Bitcoin~~10, ~~will~~2025, ~~be valued at a per bitcoin price based on~~ the ~~CME~~APA CFwas ~~Bitcoin~~terminated ~~Reference~~upon ~~Rate – New York Variant. The Consideration Shares will be valued in accordance with~~ the ~~procedures~~payment ~~set~~by ~~forth~~Osprey into ~~the~~ Bitwise ~~Trust’s~~of ~~Registration~~an ~~Statement~~undisclosed onsettlement ~~Form S-1 (File~~amount. ~~No. 333-260235) to establish its net asset value.~~

AsThe aforegoing ~~condition~~summary toof ~~closing~~ the ~~transactions~~terms ~~contemplated~~of ~~by the~~ APA, and the ~~Osprey~~transactions ~~Trust~~contemplated ~~will~~thereby, ~~adopt~~do anot ~~Plan~~purport ofto ~~Dissolution~~be complete and ~~Liquidation~~are ~~that~~subject ~~provides~~to, ~~for~~and ~~the~~qualified ~~dissolution~~in ~~and~~their ~~liquidation~~entirety ofby, the ~~Osprey~~full ~~Trust~~text ~~following~~of ~~the~~APA, ~~sale~~a copy of ~~its~~which ~~bitcoin~~was tofiled ~~the~~as ~~Bitwise~~Exhibit ~~Trust~~10.9 ~~After~~to ~~providing~~BITB’s ~~for~~Registration ~~the~~Statement ~~payment~~on orForm ~~discharge~~S-1 of(File ~~all~~No. ~~liabilities and obligations of the Osprey Trust~~333-282553), ~~the~~filed ~~Osprey~~with ~~Trust will distribute~~ the ~~remaining~~SEC ~~Consideration~~on ~~Shares~~October to8, ~~its~~2024, ~~Unitholders~~which inis aincorporated ~~liquidating~~herein ~~distribution~~by reference.

~~Bitwise~~Item ~~expects the transaction contemplated by the APA to close in the fourth quarter of 2024~~7.01 Regulation ~~The~~FD ~~APA contains customary representations, warranties and covenants, and provides for customary indemnification obligations by the Parties~~Disclosure. The closing of the transaction contemplated by the APA is subject to customary closing conditions, including that the Consideration Shares be registered with the Securities and Exchange Commission pursuant to an effective Registration Statement.

~~The~~As ~~foregoing~~background isto athe ~~summary~~termination of the APA ~~only,~~disclosed ~~and~~in isItem ~~subject~~1.02 ~~to,~~of ~~and~~this ~~qualified~~Current inReport ~~its~~on ~~entirety~~Form by8-K, ~~the~~on ~~provisions~~August of27, 2024, Bitwise and Osprey jointly announced the APA, aand ~~copy~~the oftransaction contemplated thereunder pursuant to which isthe ~~expected~~Osprey Trust agreed to besell ~~filed~~all asof anits ~~exhibit~~bitcoin to ~~the~~Bitwise ~~Registration~~in ~~Statement~~exchange for ~~the~~shares ~~Consideration~~of ~~Shares~~BITB. The below was stated in the joint announcement:

~~Item~~“This 7announcement follows Osprey’s prior communication regarding its exploration of strategic alternatives to enhance unitholder value and the consideration of a potential sale or merger of the Trust.01 ~~Regulation~~The FDacquisition ~~Disclosure~~by Bitwise represents a significant step in that process, offering OBTC unitholders the opportunity to benefit from the scale and expertise of Bitwise.”

OnIn ~~August~~early 27December, ~~2024,~~shortly before Bitwise was planning to file the ~~Parties~~final ~~issued~~amendment ato ~~joint~~the ~~press~~Registration ~~release~~Statement ~~announcing~~on Form S-1 (the ~~execution~~“Final ofAmendment to Form S-1”) with the ~~APA~~Securities and Exchange Commission (the ~~transactions~~“SEC”), ~~contemplated~~Osprey ~~thereby. A~~asked ~~copy~~Bitwise ofto amend the ~~press~~APA ~~release~~to isaccommodate ~~furnished~~a asstructural ~~Exhibit 99~~change. Bitwise agreed to allow Osprey’s request, which then needed to be added to the Final Amendment to S-1, ~~hereto~~and therefore delayed the expected closing.

~~The~~Subsequent ~~information~~to ~~furnished~~Osprey’s ~~under~~request ~~this Item 7.01, including Exhibit 99.1, shall not be deemed “filed”~~ for ~~purposes~~additional ofamendments ~~Section 18 of the Exchange Act, or otherwise subject~~ to the ~~liabilities of that section~~APA, and ~~shall~~without ~~not~~prior benotice ~~deemed~~or ~~incorporated~~communications, byBitwise ~~reference~~received ~~into~~an ~~any~~APA oftermination ~~the~~notice ~~Company’s~~from ~~filings~~Osprey, ~~under~~and ~~the~~was ~~Securities~~informed ~~Act~~that ofOsprey ~~1933,~~intended asto ~~amended,~~pursue oran ~~the~~alternative ~~Securities~~business ~~Act~~opportunity, orrather ~~the~~than ~~Exchange~~continue ~~Act, whether made before or after~~ the ~~date~~transaction ~~hereof,~~with ~~regardless~~Bitwise ~~of any general incorporation language in such filing, except~~ as ~~shall be expressly~~ set forth ~~by specific reference~~ in ~~such~~the ~~filing~~APA.

~~Item~~Pursuant 9to the terms of the APA, Osprey did not retain the right to unilaterally terminate the APA in favor of a new business opportunity or due to any delays that the party caused.01 ~~Financial~~Bitwise ~~Statements~~engaged Osprey in conversations regarding the termination of the APA, and ~~Exhibits~~such conversations resulted in the execution of a settlement agreement that allowed the APA to be terminated contingent upon payment by Osprey to Bitwise of the undisclosed settlement amount. That amount has been paid by Osprey and the APA is now terminated.

99The information furnished under this Item 7.~~1 Press~~01 ~~Release~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~date~~as ~~August~~amended 27(“Exchange Act”), ~~2024~~or otherwise subject to the liabilities of that section, ~~issued~~and shall not be deemed incorporated by reference into any of the ~~Sponsor~~Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Bitwise Investment Advisers, LLC,as Sponsor of Bitwise Bitcoin ETF
Date:	~~August~~February 3014, ~~2024~~2025	By:	/s/ ~~Hunter~~Katherine ~~Horsley~~Dowling
			By: Hunter HorsleyPresident (Principal Executive Officer)* 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.
			Name: Katherine DowlingTitle: General Counsel, Chief Compliance Officer and Vice President** 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.

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