1Quoted on OTC Expert Market.
2MV Index Solutions GmbH (“MVIS”) is registered by the European Securities and Markets Authority (“ESMA”) as a benchmark administrator governed by the European Benchmark Regulation (the “EUBMR”) and supports the International Organization of Securities Commissions (IOSCO) “Principles for Financial Benchmarks” (the IOSCO Principles).
3Please see the Offering Memorandum for additional information regarding the Trust’s bitcoin insurance coverage and exclusions to such coverage and “The Trust’s bitcoin Security System” section of the Offering Memorandum for more information on the custody of the Trust’s bitcoin.
Before investing you should carefully consider the VanEck SolidX Bitcoin Trust’s (“Trust”) investment objectives, risks, charges and expenses.
THE TRUST WILL HOLD BITCOIN AND THEREFORE MAY BE RISKIER THAN OTHER PRODUCTS THAT DO NOT HOLD BITCOIN OR FINANCIAL INSTRUMENTS RELATED TO BITCOIN. THE SHARES ARE SPECULATIVE SECURITIES AND THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE TRUST. PLEASE REFER TO “THE RISKS YOU FACE” IN THE OFFERING MEMORANDUM FOR MORE INFORMATION.
The OTC Expert Market is Not an Exchange and has Limited Liquidity.
The Shares are intended to be “Rule 144A securities” for the purposes of Regulation-M promulgated under the Exchange Act of 1934.
There is no public market for the Shares. The Shares of the Trust will not be listed on any securities exchange for trading, but the Shares of the Trust are eligible for quotation by subscribing broker-dealers on OTC Markets’ alternative trading system, “OTC Expert Market”, under the symbol [Not Yet Available]. The OTC Expert Market price quotation of the Shares may be different from the NAV per Share for a number of reasons, including price volatility, trading volume of bitcoin, closing of bitcoin trading platforms due to fraud, failure, security breaches or otherwise and illiquidity on OTC Expert Market.
In order to enable brokers to provide quotations for the Shares, the Trust will use commercially reasonable efforts to provide the information required under Rule 15c2-11 promulgated under the Securities Exchange Act of 1934, as amended.
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. Unless they are registered under the Securities Act, the Shares may be offered only in transactions that are exempt from registration under the Securities Act pursuant to Rule 144A promulgated under the Securities Act (“Rule 144A”). Accordingly, the Trust is offering the Shares in the United States only to “qualified institutional buyers”, as such term is defined in Rule 144A (“QIBs”).
An investment in the Trust may be subject to risks, including market risk and operational risk related to bitcoin and blockchain technology. These risks include but are not limited to, lack of an active trading market in bitcoin or possibly an illiquid secondary market, limited history and operational experience of Market Makers and Authorized Participants related to bitcoin, the existence of unregulated exchanges and trading venues for bitcoin and other digital assets, new or additional regulations applicable to bitcoin or bitcoin trading in jurisdictions where bitcoin is traded, unavailable insurance, the development of new technology and successful competing digital assets, loss or destruction of the Trust’s private keys, failure to monitor and upgrade the applicable blockchain protocols, temporary or permanent blockchain forks, Internet disruptions, attacks on the bitcoin network or other activities by malicious actors, concentration of a large aggregate amount of mining power in relatively few miners, miners ceasing to act and/or acting in collusion adversely affecting the bitcoin network, increases in bitcoin transaction fees as verification fees decrease, delays in confirming bitcoin transactions, large concentration of bitcoins held by few holders and the use of bitcoin for illegal purposes, or the perception of such use, that may result in damage to the reputation of bitcoin, among others. Each of these risks could have an adverse effect on an investment in the Shares. There is no assurance that usage or adoption of bitcoin and blockchain technology will continue to grow. A contraction in use of bitcoin or blockchain technology may result in increased volatility or a reduction in the price of bitcoin, which could adversely impact the value of the Shares.
The Net Asset Value (NAV) of the Trust will change as fluctuations occur in the market price of the Trust’s bitcoin holdings. Shareholders should be aware that the price quotation of a Basket may be different from the NAV of a Basket (i.e., Shares may be bought and sold at a premium over, or a discount to, the NAV of a Basket) and similarly the price quotation per Share may be different from the NAV for a number of reasons, including price volatility, trading volume of bitcoin, closing of bitcoin trading platforms due to fraud, failure, security breaches or otherwise and illiquidity on OTC Expert Market. Consequently, an Authorized Participant may be able to create or redeem a Basket at a discount or a premium to the OTC Expert Market price quotation per Share. This price difference may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares are related, but not identical, to the supply and demand forces influencing the market price of bitcoin, including as reflected on the MVBTCO. Shareholders also should note that the size of the Trust in terms of total bitcoin held may change substantially over time and as Baskets are created and redeemed.
There can be no guarantee that the Trust will produce the intended results and achieve its investment objective. In making an investment decision, investors must rely on their own examination of the Trust and the terms of the offering contemplated by the applicable Offering Documents, including the risks involved.
Except when aggregated in blocks of Shares by certain registered broker-dealers, the 144A Shares are not redeemable securities.
Investing involves substantial risk and high volatility, including possible loss of principal. An investor should consider the investment objective, risks, charges and expenses of the Trust carefully before investing. To obtain an Offering Memorandum, which contain this and other information, call 800.826.2333 or visit vaneck.com. Please read the Offering Memorandum carefully before investing.
The sponsor of the Trust is SolidX Management LLC (the “Sponsor”). Van Eck Securities Corporation provides marketing services to the Trust.
The Sponsor has entered into a licensing agreement with MV Index Solutions GmbH (“MVIS”) to use the MVIS® Bitcoin US OTC Spot Index (“MVBTCO”). The Shares are not sponsored, endorsed, sold or promoted by MVIS. MVIS makes no representation or warranty, express or implied, to the shareholders of the Trust or any member of the public regarding the advisability of investing in securities generally or in the Trust in particular or the ability of the MVBTCO to track bitcoin market price performance. MVIS’ only relationship to the Sponsor is the licensing of certain service marks and service names of MVIS and of the MVBTCO, which is determined, composed and calculated by MVIS without regard to the Sponsor or the Trust. MVIS has no obligation to take the needs of the Sponsor or the shareholders of the Trust into consideration in determining, composing or calculating the MVBTCO. MVIS is not responsible for and has not participated in the determination of the prices and amount of the Shares or the timing of the issuance or sale of the Shares or in the determination or calculation of the equation by which the Shares are redeemable. MVIS has no obligation or liability in connection with the administration, marketing or trading of the Shares.
MVIS makes no warranty, express or implied, as to the results to be obtained by any person or entity from the use of MVBTCO for any purpose. Index information and any other data calculated and/or disseminated, in whole or part, by MVIS is for informational purposes only, not intended for trading purposes, and provided on an “as is” basis. MVIS does not warrant that the index information will be uninterrupted or error-free, or that defects will be corrected. MVIS also does not recommend or make any representation as to possible benefits from any securities or investments, or third-party products or services. Investors should undertake their own due diligence regarding securities and investment practices.
MVIS® Bitcoin US OTC Spot Index is the exclusive property of MV Index Solutions GmbH (a wholly owned subsidiary of Van Eck Associates Corporation (“VEAC”). Van Eck Securities Corporation (“VESC”) is an affiliated broker-dealer of VEAC, and will serve as marketing agent to the sponsor and will receive fees from the sponsor and/or the Trust.