UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On September 11, 2024, ARK 21Shares Bitcoin ETF (the “Trust”) entered into separate custodial services agreements (each, an “Agreement” and, collectively, including the agreement with Coinbase Custody Trust Company, LLC (“Coinbase”) where the context may require, the “Agreements”) with each of (i) BitGo New York Trust Company, LLC (“BitGo”), a New York Trust Company and (ii) Anchorage Digital Bank N.A. (“Anchorage”) a South Dakota chartered Trust Company and a federally chartered crypto bank (each, including Coinbase where the context may require, a “Custodian” and, collectively with Coinbase, where the context may require, the “Custodians”). Pursuant to the Agreements, the Custodians will establish and maintain one or more segregated custody accounts, controlled and secured by Custodian, on its books for the receipt, safekeeping, and maintenance of the Trust’s bitcoin holdings. The Agreements require the Trust to indemnify the respective Custodians and certain of their affiliates and services providers against certain losses arising or related to the Trust’s use of the services, breach of an Agreement or violation of applicable law. The Agreements also require the Custodians to maintain reasonable insurance policies and coverage. The Agreements each commenced on September 11, 2024, and will continue for one (1) year, unless earlier terminated in accordance with the terms of each Agreement. After the initial term, the Agreements will automatically renew for successive renewal terms, as established in each Agreement, unless either party notifies the other of its intention not to renew with prior notice.
The sponsor of the Trust, 21Shares US LLC (the “Sponsor”), expects to utilize the Custodian’s services to custody a portion of the Trust’s bitcoin beginning on or about the date of the Agreements.
The Trust’s existing custody arrangement with Coinbase is unaffected by the entry into the each of the Agreements. The Sponsor anticipates utilizing the custodial services of each of Coinbase, Anchorage and BitGo to provide custodial services for the Trust’s bitcoin.
The Sponsor will allocate the Trust’s bitcoin among the Custodians. In determining the amount and percentage of the Trust’s bitcoin to allocate to each Custodian, the Sponsor will consider (i) the concentration of the Trust’s bitcoin at each Custodian, (ii) the Sponsor’s assessment of the safety and security policies and procedures of each Custodian, (iii) the insurance policies of each Custodian, (iv) the fees and expenses associated with the storage of the Trust’s bitcoin at each Custodian, (v) the fees and expenses associated with the transfer to or from the accounts at each Custodian, and (vi) any other factor the Sponsor deems relevant in making the allocation determination. The Sponsor does not intend to disclose the amount or percentage of the Trust’s bitcoin held at any of the Custodians, and the Sponsor may change the allocation between the Custodians at any time in its sole discretion and without notice to shareholders of the Trust (the “Shareholders”). The fees and expenses associated with the transfer of bitcoin between the accounts at each Custodian will be borne by the Sponsor, not the Trust or the Shareholders. Transfers of bitcoin between the accounts at each Custodian will generally occur “on-chain” over the Bitcoin network. On-chain transactions are subject to all of the risks of the Bitcoin network, including the risk that transactions will be made erroneously and are generally irreversible.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | BitGo Custodial Services Agreement | |
| 10.2 | Anchorage Custodial Services Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Dated: September 12, 2024 | ARK 21Shares Bitcoin ETF | |
| 21Shares US LLC, as Sponsor of the ARK 21Shares Bitcoin ETF |
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| By: | /s/ Ophelia Snyder | |
| Name: | Ophelia Snyder | |
| Title: | President | |
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