Company Overview
Company Name WINKLEVOSS BITCOIN TRUST
Company Address C/O MATH-BASED ASSET SERVICES LLC
1007 ORANGE STREET, SUITE 1463
WILMINGTON, DE 19801
Company Phone 302-472-9171
Company Website --
CEO Cameron Winklevoss
Employees --
State of Inc NY
Fiscal Year End 12/31
Status Filed (7/1/2013)
Proposed Symbol --
Exchange --
Share Price $20.09
Shares Offered 1,000,000
Offer Amount $20,090,000.00
Total Expenses --
Shares Over Alloted --
Shareholder Shares Offered --
Shares Outstanding --
Lockup Period (days) 180
Lockup Expiration --
Quiet Period Expiration --
CIK 0001579346
Company Description
The Trust is expected from time to time to issue Baskets in exchange for
deposits of bitcoins and to distribute bitcoins in connection with redemptions
of Baskets. The investment objective of the Trust is for the Shares to reflect
the performance of the price of Bitcoins, as measured by the
Winklevoss
IndexSM("WinkdexSM"), less the Trust's expenses. The Sponsor believes that, for
many investors, the Shares will represent a cost-effective and convenient means
to access exposure to bitcoins. The Shares represent units of fractional
undivided beneficial interest in and ownership of the Trust and are expected to
be traded under the ticker symbol "[ ]" on the [ ].
The Trust's Sponsor is Math-Based Asset Services, LLC. The Sponsor is a Delaware
limited liability company formed on May 9, 2013, and is wholly-owned by
Winklevoss Capital Management LLC. Under the Delaware Limited Liability Company
Act and the governing documents of the Sponsor, Winklevoss Capital Management
LLC, the sole member of the Sponsor, is not responsible for the debts,
obligations and liabilities of the Sponsor solely by reason of being the sole
member of the Sponsor. The Sponsor will be the exclusive licensee, within the
field of use of operation of an exchange traded fund, of certain patent-pending
intellectual property regarding the operation of the Trust and the Trust's
hardware and software security system ("Security System"). Winklevoss IP LLC is
the owner of and is licensing to the Sponsor such intellectual property.
The Sponsor will arrange for the creation of the Trust, the registration of the
Shares for their public offering in the United States and the listing of the
Shares on the [ ]. The Sponsor has agreed to assume the following
administrative and marketing expenses incurred by the Trust: the Trustee's
monthly fee and expenses reimbursable under the Trust Agreement, Exchange
listing fees, US Securities and Exchange Commission ("SEC") registration fees,
printing and mailing costs, audit fees, up to $[ ,000] per annum in marketing
expenses and up to $[100,000] per annum in legal expenses. The Sponsor will also
pay the costs of the Trust's organization and the initial sale of the Shares,
including the applicable SEC registration fees.
The Trustee is [TRUSTEE]. In its capacity as trustee of the Trust, the Trustee
is generally responsible for the day-to-day administration of the Trust. This
includes (1) transferring the Trust's bitcoins as needed to pay the remuneration
due to the Sponsor ("Sponsor's Fee") in bitcoins (such bitcoin transfers are
expected to occur approximately monthly in the ordinary course), (2) calculating
the NAV of the Trust and the NAV per Share, (3) receiving and processing orders
from Authorized Participants to create and redeem Baskets and coordinating the
processing of such orders with The Depository Trust Company ("DTC"),
(4) transferring the Trust's bitcoins as needed to pay any extraordinary Trust
expenses that are not assumed by the Sponsor and (5) selling the Trust's
remaining bitcoins at termination of the Trust and distributing the cash
proceeds to the owners of beneficial interests in the Shares ("Shareholders") of
record.
The Trust's custodian is [ ]. Although the Trust's bitcoins are not stored
in a physical sense, the Blockchain's transaction records assign a location for
each of the Trust's bitcoins to digital wallets established by the Trustee using
the Trust's proprietary Security System, which wallets digitally hold the
bitcoins and permit the Trust to move its bitcoins. Access to those digital
wallets, and the bitcoins they hold, is restricted through the public-private
key pair relating to each digital wallet. In its capacity as custodian, the
Trustee is responsible for the safekeeping of the Trust's private keys used to
access the digital wallets. The Trustee also facilitates the transfer of
bitcoins in and out of the Trust Custody Account through the bitcoin custody
accounts it will maintain for Authorized Participants and the Sponsor. The
Trustee will store all of the Trust's digital wallet private keys in US vaulting
premises on a segregated basis, and will deliver such private keys to the
Trustee's authorized administrative operations to permit access to the digital
wallets on an as-needed basis.
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Winklevoss Bitcoin Trust
30 West 24th Street, 4th Floor,
New York, NY 10010
Our telephone number: (646) 751-4444.
Read more:
http://www.nasdaq.com/markets/ipos/company/winklevoss-bitcoin-trust-909930-72927#ixzz35ydetOAG
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