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A lack of expansion in usage of bitcoin and the blockchain could adversely affect an investment in the Shares. In addition, there is no assurance that bitcoin will maintain its value over the long-term. The value of bitcoin is subject to risks related to its usage.
Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term. A contraction in use of bitcoin may result in increased volatility or a reduction in the price of bitcoin, which would adversely impact the value of the Shares. If entities engaged in bitcoin mining choose not to hold the newly mined bitcoin, and, instead, make them available for sale, there can be downward pressure on the price of bitcoin.
A bitcoin mining operation may be more likely to sell a higher percentage of its newly created bitcoin, and more rapidly so, if it is operating at a low profit margin, thus reducing the price of bitcoin. Lower bitcoin prices may result in further tightening of profit margins for miners and worsening profitability, thereby potentially causing even further selling pressure.
Decreasing profit margins and increasing sales of newly mined bitcoin could result in a reduction in the price of bitcoin, which could adversely impact an investment in the Shares. Transfers of bitcoin among users are accomplished via bitcoin transactions i. The Trust safeguards and keeps private the private keys relating to its bitcoin holdings.
Any such loss could adversely affect an investment in the Shares. The Bitcoin protocol could contain unknown flaws, which, upon detection by a malicious actor, could be used to damage the Bitcoin network. To the extent that software developers involved in maintaining the bitcoin protocol are unable to address potential flaws in the Bitcoin protocol adequately and in a timely manner, the Bitcoin industry may be adversely affected and any such result could adversely affect an investment in the Shares.
The Bitcoin software and protocol are open source. Any user can download the software, modify it and then propose that Bitcoin users and miners adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the Bitcoin network remains uninterrupted.
Additionally, a fork could be introduced by an unintentional, unanticipated software flaw in the multiple versions of otherwise compatible software users run. A Bitcoin fork could adversely affect an investment in the Shares or the ability of the Trust to operate. A significant disruption of Internet connectivity i.
An Internet disruption could adversely affect an investment in the Shares or the ability of the Trust to operate. The process of bitcoin mining adds new blocks to the blockchain. Blocks are sets of bitcoin transactions i. The blockchain is stored and updated by computers participating in the Bitcoin network. Through the bitcoin mining process, unconfirmed bitcoin transactions are validated and grouped into a new block, which is then added to the blockchain relatedly, bitcoin mining is the process by which new bitcoin are created.
Bitcoin transactions can only be confirmed via the mining process, which makes mining a crucial component of the Bitcoin network. The Bitcoin protocol is designed to work properly so long as no bitcoin miner has more than 50 percent of mining processing power in operation on the Bitcoin network. If a malicious actor obtains more than 50 percent of the processing power dedicated to mining, the malicious actor may be able to prevent transactions from being confirmed or change the date and time at which transactions are confirmed.
By possessing more than 50 percent of mining processing capacity, and thus having the majority of block creation power, a malicious actor might be able to create a fictional version of the blockchain database, in an attempt to modify the historical transaction record in the blockchain.
By virtue of the fact that newer transactions in newer blocks in the blockchain refer to older transactions in prior blocks, the blockchain provides a historical record of all bitcoin transactions. A modification of the historical record could be. Table of Contents used to trick Bitcoin users regarding the confirmation status of their transactions. A user may believe that he or she has already received a quantity of bitcoin in a confirmed transaction, but the malicious actor could, in essence, undo the transaction by changing the historical record.
The victimized user s would later discover the bitcoin they thought to have received had, in fact, gone to another recipient. The perpetuation of changes to the historical transaction record would be detrimental to the Bitcoin network and adversely affect an investment in the Shares.
In addition, a reduction in the aggregate processing power expended by Bitcoin miners could increase the likelihood of a malicious actor obtaining control in excess of 50 percent of the mining processing power, potentially permitting such actor to manipulate the blockchain.
To the extent such a malicious actor does not yield its majority control of the processing power or the Bitcoin community does not reject the blocks produced by the malicious actor, reversing any changes made to the blockchain may not be possible. Such changes could adversely affect an investment in the Shares or the ability of the Trust to operate.
If a nation state or other large and well-capitalized entity wanted to damage the Bitcoin network, an attack could be attempted on bitcoin miners. The attacking entity could attempt to coerce, by legal or illegal means, bitcoin miners who, in the aggregate, control more than 50 percent of the bitcoin mining capacity into manipulating the blockchain in a manner detrimental to the Bitcoin network.
Such an attack could adversely affect an investment in the Shares or the ability of the Trust to operate. If a nation state or other large and well-capitalized entity wanted to damage the Bitcoin network, the entity could attempt to create, either from scratch or via large-scale purchases, a massive amount of mining processing power. If the entity were to create an amount of mining processing power in excess of 50 percent of the aggregate mining processing power, the entity could attempt to manipulate the blockchain in a manner detrimental to the Bitcoin network.
An acute cessation of mining operations would reduce the collective processing power on the blockchain, which would adversely affect the transaction verification process by temporarily decreasing the speed at which blocks are added to the blockchain and make the blockchain more vulnerable to a malicious actor obtaining control in excess of 50 percent of the processing power on the blockchain.
Reductions in processing power could result in material, though temporary, delays in transaction confirmation time. Any reduction in confidence in the transaction verification process or mining processing power may adversely impact an investment in the Shares or the ability of the Trust to operate. Bitcoin miners, functioning in their transaction confirmation capacity, collect fees for each transaction they confirm. Miners validate unconfirmed transactions by adding the previously unconfirmed transactions to new blocks in the blockchain.
Miners are not forced to confirm any specific transaction, but they are economically incentivized to confirm valid transactions as a means of collecting fees. If miners collude in an anticompetitive manner to reject low transaction fees, then Bitcoin users could be forced to pay higher fees, thus reducing the attractiveness of the Bitcoin network. Bitcoin mining occurs globally and it may be difficult for authorities to apply antitrust regulations across multiple jurisdictions.
Any collusion among miners may adversely impact the attractiveness of the Bitcoin network and may adversely impact an investment in the Shares or the ability of the Trust to operate. The block reward will decrease over time. In the summer of , the block reward will reduce from As the block reward continues to decrease over time, the mining incentive structure will transition to a higher reliance on transaction verification fees in order to incentivize miners to continue to dedicate processing power to the blockchain.
If transaction verification fees become too high, the marketplace may be reluctant to use bitcoin. Decreased demand for bitcoin may adversely affect its price, which may adversely affect an investment in the Shares. To the extent that bitcoin miners cease to record transactions in newly created blocks, such transactions will not be recorded on the blockchain.
In a newly formed block, miners can include as few as zero transactions e. Currently, there are no known incentives for miners to elect to exclude the recording of transactions in newly created blocks. However, to the extent that any such incentives arise, actions of miners creating a significant number of empty blocks could delay the recording and confirmation of transactions on the blockchain.
Any systemic delays in the recording and confirmation of transactions on the blockchain could result in greater risk of fraudulent activity, and a loss of confidence in Bitcoin, which could adversely impact an investment in the Shares or the ability of the Trust to operate.
There is no registry showing which individuals or entities own bitcoin or the quantity of bitcoin owned by any particular person or entity. It is possibly, and in fact, reasonably likely, that a small group of early bitcoin adopters hold a significant proportion of the bitcoin that has thus far been created. There are no regulations in place that would prevent a large holder of bitcoin from selling their bitcoin.
Such bitcoin sales may adversely affect the price of bitcoin and an investment in the Shares. Bitcoin currently enjoys a first-mover advantage, with the largest user base, technological adoption, infrastructure development and dedicated transaction confirmation power i. Having a large amount of dedicated computing power for mining results in greater user confidence regarding the security and long-term stability of the Bitcoin network and the blockchain.
As a result, the advantage of more users and miners makes Bitcoin increasingly secure, which makes it more attractive to new users and miners, resulting in a network effect that strengthens its first-to-market advantage.
Similarly, bitcoin or the price of bitcoin could be negatively impacted by competition from incumbents in the credit card and payments industries, which may adversely affect an investment in the Shares. The Trust will compete with direct investments in bitcoin and other potential financial vehicles, possibly including other securities backed by or linked to bitcoin and exchange traded products similar to the Shares.
Political or economic events, either domestically or in foreign jurisdictions, may motivate large-scale buys or sales of bitcoin. Large-scale bitcoin sales may result in a decline in the price of bitcoin, which may adversely affect an investment in the Shares. Market Related Risks. T he Trust is Subject to Market Risk.
Market risk refers to the risk that the market price of bitcoin held by the Trust will rise or fall, sometimes rapidly or unpredictably. Shareholders should be aware that the public trading price of a Basket may be different from the NAV of a Basket i.
Consequently, an Authorized Participant may be able to create or redeem a Basket at a discount or a premium to the public trading price 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 XBX.
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. Authorized Participants or their clients may have an opportunity to realize a riskless profit if they can purchase a Basket at a discount to the public trading price of the Shares or can redeem a Basket at a premium over the public trading price of the Shares.
The Sponsor believes that the exploitation of such arbitrage opportunities by Authorized Participants and their clients and customers should cause the public trading price of the Shares to track NAV closely over time; however, there can be no assurance that this will be the case. To the extent the Sponsor permits Authorized Participants to create and redeem Baskets in kind, Authorized Participants may purchase bitcoin for Basket creation or sell bitcoin from Basket redemptions on public or private markets not included among the constituent bitcoin exchanges of the XBX, and such transactions may take place at prices materially higher or lower than the XBX spot price.
It is possible that the price of bitcoin on the bitcoin exchange s used by an Authorized Participant could be materially higher or lower than the XBX representation of the bitcoin market price. Under either such circumstance, the arbitrage mechanism will function to link the price of the Shares to the prices at which Authorized Participants are able to purchase or sell large aggregations of bitcoin.
Table of Contents Exchange. OKCoin International. There can be no assurance that the requirements necessary to maintain the listing of the Shares will continue to be met or will remain unchanged. Although the Shares will be listed and traded on NYSE Arca, there can be no guarantee that an active trading market for the Shares will develop or will be maintained. Even if an active trading market does develop, it may not provide significant liquidity, and the Shares may not trade at prices advantageous to shareholders.
If a shareholder wishes to sell Shares at a time when no active market for such Shares exists, the price received for the Shares assuming that the shareholder is able to sell them likely will be lower than the price a shareholder would receive if an active market did exist and, accordingly, the shareholder may suffer significant losses.
In addition to creating or redeeming Baskets directly with the Trust, Authorized Participants may also buy or sell Shares through the secondary market at market prices. In contrast, ordinary shareholders who are not Authorized Participants are limited to secondary market transactions at market prices.
Because ordinary shareholders who are not Authorized Participants may not create or redeem Baskets, these shareholders do not have identical arbitrage opportunities that are available to Authorized Participants, and therefore, ordinary shareholders who are not Authorized Participants are subject to the state of the secondary market at the time of a transaction. If the number of bitcoin acquired by the Trust is large enough relative to global bitcoin supply and demand, further creations and redemptions of Shares could have an impact on the supply of and demand for bitcoin in a manner unrelated to other factors affecting the global market for bitcoin.
Bitcoin price speculation may involve long and short exposures. To the extent that aggregate short exposure exceeds the number of Shares available for purchase for example, in the event that large redemption requests by Authorized Participants dramatically affect Share liquidity , shareholders with short exposure may have to pay a premium to repurchase Shares for delivery to Share lenders.
Those repurchases may, in turn, dramatically increase the price of the Shares until additional Shares are created through the creation process. Increases in the bitcoin prices may also occur as a result of bitcoin purchases by other market participants who attempt to benefit from an increase in the market price of bitcoin when baskets are created. The market price of bitcoin may therefore decline immediately after Baskets are created.
Selling activity associated with sales of bitcoin from the Trust in connection with redemption orders may decrease the bitcoin prices, which will result in lower prices for the Shares. Decreases in bitcoin prices may also occur as a result of selling activity by other market participants.
If the XBX spot price declines, the trading price of the Shares will generally also decline. Authorized Participants and market makers will generally want to hedge their exposure in connection with Basket creation and redemption orders. To the extent Authorized Participants and market makers are unable to hedge their exposure due to market conditions e. In addition, the hedging mechanisms employed by Authorized Participants and market makers to hedge their exposure to bitcoin may not function as intended, which may make it more difficult for them to enter into such transactions.
If this is the case, the liquidity of Shares may decline and the price of the Shares may fluctuate independently of the XBX spot price and may fall. In addition, the Administrator or Sponsor may postpone, suspend or reject creation or redemption orders, as applicable, for a variety of permitted reasons under certain circumstances.
To the extent such orders are postponed, suspended or rejected, the arbitrage mechanism resulting from the process through which Authorized Participants create and redeem Shares directly with the Trust may fail to closely link the price of the Shares to the value of the underlying bitcoin, as measured using the XBX spot price. If this is the case, the liquidity of the Shares may decline and the price of the Shares may fluctuate independently of the XBX spot price and may fall. Risk Factors Related to bitcoin Exchanges.
Bitcoin exchanges operate websites on which users can trade bitcoin for U. Trades on bitcoin exchanges are unrelated to transfers of bitcoin between users via the Bitcoin. Table of Contents network. To sell bitcoin on a bitcoin exchange, a user will transfer bitcoin using the Bitcoin network from him or herself to the bitcoin exchange. Conversely, to buy bitcoin on a bitcoin exchange, a user will transfer U. After completing the transfer of bitcoin or U.
Bitcoin exchanges are an important part of the Bitcoin industry. Bitcoin exchanges have a limited history. In , the largest bitcoin exchange at the time, Mt. Bitcoin exchanges are also appealing targets for hackers and malware. The potential for instability of bitcoin exchanges and the closure or temporary shutdown of exchanges due to fraud, business failure, hackers, DDoS or malware, or government-mandated regulation may reduce confidence in Bitcoin, which may result in greater volatility in the XBX.
The XBX has a limited history. The intra-day price reflects price data sourced from various market data providers. The closing price is based on a methodology that consists of parsing and cleansing actual traded price data from several bitcoin exchanges chosen by TradeBlock. The price of bitcoin on bitcoin exchanges has a limited history. The calculation of the XBX as of p. Despite efforts to ensure accurate pricing as per the index methodology, the XBX, and the price of bitcoin generally, remains subject to volatility experienced by the bitcoin exchanges.
Such volatility can adversely affect an investment in the Shares. Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. The Sponsor believes that momentum pricing of bitcoin has resulted, and may continue to result, in speculation regarding future appreciation in the value of bitcoin, inflating and making more volatile the value of a bitcoin as represented by the XBX.
As a result, bitcoin may be more likely to fluctuate in value due to changing investor confidence in future appreciation in the XBX spot price, which could adversely affect an investment in the Shares. No assurance can be given that the methodology of the XBX will achieve its goals of tracking the performance of the price of bitcoin.
TradeBlock has no obligations relating to this offering or to the shareholders. TradeBlock calculates and maintains the XBX. TradeBlock may add, eliminate or substitute the bitcoin exchanges underlying the index or make other methodological changes that may change the weight of a bitcoin exchange comprising the index.
TradeBlock is entitled to exercise limited discretion in relation to the XBX, including, but not limited to, calculating the index levels should an extraordinary event as provided by the XBX rules occur. Although TradeBlock is required to make its determinations in good faith, it should be noted that its policies and judgments may have an impact, positive or negative, on the index levels, and in turn, the value of the Shares. Additionally, TradeBlock may alter, discontinue or suspend calculation or dissemination of a bitcoin exchange comprising the index.
Any of these actions could adversely affect the value of the Shares. TradeBlock does not have any obligation to take the needs or interests of any parties to transactions involving Shares, including the shareholders, into consideration in taking any such action. The value of the Shares may be influenced by non-concurrent trading hours between NYSE Arca and the various bitcoin exchanges comprising the XBX, all of which operate 24 hours. As a result, there will be periods when the NYSE Arca is closed and the bitcoin exchanges continue to trade.
Significant changes in the price of bitcoin on exchanges could result in a difference in performance between the value of bitcoin as measured by XBX and the most recent NAV per Share or closing trading price. The non-concurrent trading hours also may result in trading spreads and the resulting premium or discount on the Shares widening, increasing the difference between the price of the Shares and the NAV of such Shares.
The XBX launched in April, As the Shares of the Trust are designed to reflect as closely as possible the changes, whether positive or negative, in the levels of the XBX, past performance of the XBX is not necessarily indicative of the future performance of the Trust.
There can be no guarantee that the performance of the XBX will be positive over any period of time. In addition, the Trust may not replicate exactly the performance of the XBX due to, among other factors, operating expenses incurred by the Trust and an inability to be fully exposed to bitcoin as a result of cash inflows and cash reserves to meet redemptions. To the extent exchange traded products other than the Trust tracking the price of bitcoin are formed and represent a significant proportion of demand for bitcoin, large redemptions of the securities of these exchange traded products or private funds holding bitcoin, could negatively affect the XBX and the price and NAV of the Shares.
Operating Risks of the Trust. Table of Contents The Sponsor was formed to be the Sponsor of the Trust and has no history of past performance in managing investment vehicles like the Trust. If the experience of the Sponsor and its management is inadequate or unsuitable to manage an investment vehicle such as the Trust, the operations of the Trust may be adversely affected.
The Trust has no operating history. Therefore, a potential shareholder has no performance history, in addition to the historical price of bitcoin, to serve as a factor in evaluating an investment in the Trust. The mechanisms and procedures governing the creation, redemption and offering of the Shares have been developed specifically for the Trust. Consequently, there may be unanticipated problems or issues with respect to the mechanisms of the operations of the Trust and the trading of the Shares, which could have a material adverse effect on an investment in the Shares.
The Sponsor will pay the insurance premiums, routine operational, administrative and other ordinary fees and expenses of the Trust. The Sponsor will also pay additional fees and expenses. Shareholders are expected to be charged a customary commission by their brokers in connection with purchases of Shares that will vary from shareholder to shareholder. A shareholder may never achieve profits, significant or otherwise, by investing in the Trust.
In addition, extraordinary expenses resulting from unanticipated events may become payable by the Trust, which may adversely affect the Shares. If this power is so exercised, shareholders who may wish to continue to invest in bitcoin through a fund vehicle will have to find another vehicle, and may not be able to find another vehicle that offers the same features as the Trust. Such detrimental developments could cause a shareholder to liquidate its investments and upset the overall maturity and timing of its investment portfolio.
The Trust may, in its discretion, suspend the right of redemption or postpone the redemption settlement date i for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable or ii for such other period as the Sponsor determines to be necessary for the protection of the shareholders of the Trust. In addition, the Trust will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order might be unlawful.
Any such postponement, suspension or rejection could adversely affect a redeeming. Table of Contents Authorized Participant. The Trust disclaims any liability for any loss or damage that may result from any such suspension or postponement. The Trust will be subject to actual and potential conflicts of interest involving the Sponsor. The Sponsor, its principals and employees, all of whom may be engaged in other investment activities, are not required to devote substantially all of their time to the business of the Trust, which presents the potential for numerous conflicts of interests.
These persons may be directors, officers or employees of other entities. They could have a conflict between their responsibilities to the Trust and to those other entities. As a result of these and other relationships, parties involved with the Trust may have a financial incentive to act in a manner other than in the best interests of the Trust and its shareholders. A conflict of interest may exist if their trades are in the same markets and at the same time as the Trust trades.
The Sponsor has sole authority to manage the investments and operations of the Trust, and this may allow it to act in a way that furthers its own interests and in conflict with the best interests of the shareholders. The compensation received by brokers gives them an incentive to promote the sale of Shares as well as to discourage redemptions, which may not be in the best interests of shareholders. The Sponsor has not established formal procedures to resolve all conflicts of interest and, as a result, the Sponsor could resolve a potential conflict in a manner that is not in the best interest of the Trust or the shareholders.
Although the Sponsor attempts to monitor all of these conflicts, it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact, result in adverse consequences to the shareholders. The Trust is a passive investment vehicle with no management and no board of directors. Thus, the Shares are not entitled to the same rights as shares issued by a corporation operating a business enterprise with management and a board of directors.
Under the Trust Agreement, each of the Sponsor and the Trustee has a right to be indemnified from the Trust for any liability or expense it incurs without gross negligence, bad faith or willful misconduct on its part. Similarly, the Custody Agreement provides for indemnification of the Custodian by the Trust under certain circumstances.
That means that it may be necessary to sell assets of the Trust to cover losses or liability suffered by the Sponsor, the Trustee or the Custodian. In the event that one or more Authorized Participants that have substantial interests in the Shares cease to act as Authorized Participants with respect to the Trust, this could adversely affect the correlation between the market price and NAV of the Shares.
This may affect the liquidity of the Shares, which may potentially negatively impact the market price of Shares. For its trading needs, the Trust intends to buy bitcoin from and sell bitcoin to both bitcoin exchanges and OTC trading counterparties; the Trust intends to trade bitcoin in large orders primarily through bitcoin exchanges and OTC trading counterparties.
This exposes the Trust to the risk that a bitcoin exchange or OTC counterparty will not settle a transaction in accordance with its terms and conditions, thus causing the Trust to suffer a loss. The collateral posted pursuant to such arrangements would be cash. The Trust would not pledge or receive collateral pursuant to these arrangements and the Sponsor would bear any exchange counterparty risk.
The Trust may not always be able to liquidate its bitcoin at a desired price. It may become difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in the marketplace, including on bitcoin exchanges and OTC bitcoin participants. A market disruption, such as a foreign government taking political actions that disrupt the market in its currency, its commodity production or exports, or in another major export, can also make it difficult to liquidate a position.
Unexpected market illiquidity may cause major losses to shareholders at any time. The large size of bitcoin the Trust may acquire increases the risk of illiquidity by both making its bitcoin more difficult to liquidate and increasing the losses incurred while trying to do so.
Bitcoin transactions are irreversible. An improper transfer, whether accidental or resulting from theft, can only be undone by the receiver of the bitcoin agreeing to send the bitcoin back to the original sender in a separate subsequent transaction. To the extent the Trust erroneously transfers, whether accidental or otherwise, bitcoin in incorrect amounts or to the wrong recipients, the Trust may be unable to recover the bitcoin, which could adversely affect an investment in the Shares.
Although the Trust will secure its bitcoin to minimize the risk of loss, the Sponsor cannot guarantee that the Trust will prevent such loss. Any of these events may adversely affect the operations of the Trust and, consequently, an investment in the Shares.
The Trust uses a sophisticated technology system specifically designed to secure its bitcoin. The Trust will monitor its technology and may develop and redesign its technology, including enhancements and alterations that may be implemented from time to time. In doing so, there is risk that failures may occur and result in service interruptions or other negative consequences. The Sponsor is responsible for taking such steps as it determines, in its sole judgment, to be required to maintain and upgrade the technology system to protect against failure, hacking, malware and general security threats.
The Sponsor is not liable to the Trust or to shareholders for the failure or penetration of the technology system absent gross negligence, willful misconduct or bad faith. In the event of a security breach, the Trust may cease operations, suspend redemptions or suffer a loss of bitcoin or other assets.
Insurance Related Risks. The Trust maintains three separate levels of insurance coverage to cover the loss of bitcoin held by the Trust: crime, excess crime and excess vault. Any of these events may negatively impact the ability of the Trust to operate and an investment in the Shares. Regulatory Risks. Both domestic and foreign regulators and governments have focused on regulation of Bitcoin. In the U.
Regulation of bitcoin continues to evolve. Bitcoin market disruptions and resulting governmental interventions are unpredictable, and may make bitcoin illegal altogether. Future foreign regulations and directives may conflict with those in the U. Future regulations and directives in regulation may impact the demand for bitcoin, and may also affect the ability of bitcoin exchanges to operate and for OTC participants to enter into bitcoin transactions.
Such regulations may have an adverse effect on the Trust and the value of the Shares. The SEC has not asserted that bitcoin is a security. To the extent the SEC determines that bitcoin is a security, trading or ownership in bitcoin or the Shares may be adversely affected. In addition, to the extent that future regulatory actions or policies limit or restrict bitcoin usage, bitcoin trading or the ability to convert bitcoin to government currencies, the demand for bitcoin may be reduced and Authorized Participants may not seek to create or redeem Baskets, which may adversely affect investment in the Shares.
Table of Contents In foreign jurisdictions:. The Trust is not a registered investment company subject to the Act. Consequently, shareholders of the Trust do not have the regulatory protections provided to shareholders in registered and regulated investment companies which, for example, require investment companies to have a certain percentage of disinterested directors and regulate the relationship between the investment company and certain of its affiliates.
Furthermore, the Sponsor believes that the Trust is not a commodity pool for purposes of the CEA, and that the Sponsor is not subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor in connection with the operation of the Trust. Consequently, shareholders will not have the regulatory protections provided to shareholders in CEA-regulated instruments or commodity pools.
Trading on such exchanges is not regulated by any U. Certain foreign markets may be more susceptible to disruption than U. These factors could adversely affect the performance of the Trust. Any such regulatory obligations may cause the Trust or the Sponsor to incur additional and possibly extraordinary expenses, which could materially and adversely affect the Shares. To the extent the Trust or the Sponsor is unable to comply with any regulatory requirements, the Trust may be forced to liquidate.
Table of Contents Other Risks. While the Sponsor has consulted with legal, tax and financial advisers regarding the formation and operation of the Trust, no counsel has been appointed to represent you in connection with the offering of the Shares. Accordingly, you should consult your own counsel, accountants and other advisers before investing in the Shares. The Sponsor believes that all intellectual property rights needed to operate the Trust have been obtained by the Sponsor.
However, third parties may allege or assert ownership of intellectual property rights which may be related to the design, structure and operations of the Trust. The negotiation, litigation or settlement of such claims may result in expenses or damages that could adversely affect the Trust or lead to its termination.
Third parties may assert intellectual property claims relating to the holding and transfer of bitcoin and the Bitcoin source code. As a result, an intellectual property claim against the Trust or other large participants within the Bitcoin industry could adversely affect an investment in the Shares or the ability of the Trust to operate.
Tax Risks. Shareholders will be subject to U. Any tax liability could adversely impact an investment in the Shares and may cause shareholders to prepare and file additional tax documents. IRS guidance indicates that bitcoin should be treated as property for Federal tax purposes, and transactions involving the exchange of bitcoin in return for goods and services should be treated as barter.
Such guidance preserves beneficial capital gains treatment for bitcoin transactions. New York has come out with its own guidance which adopts the guidance issued by the IRS. To the extent the IRS or other states adopt different guidance with the imposition of less favorable tax treatment, such a tax burden may adversely affect an investment in the Shares.
Proceeds received by the Trust from the issuance and sale of Baskets will consist of cash and, in some instances, may consist partially or wholly of bitcoin. Cash proceeds will be received by the Custodian and transferred to the Sponsor to purchase bitcoin for the Trust. The following is a more complete description of Bitcoin, including, without limitation, information about the history of bitcoin, bitcoin possession, bitcoin transactions, bitcoin trading, the bitcoin exchange market, the bitcoin OTC market and bitcoin mining.
To begin using bitcoin, a user may download specialized software referred to as a bitcoin wallet. A bitcoin wallet can be used both to send and to receive bitcoin. Within a bitcoin wallet, a user will be able to generate one or more bitcoin addresses , which are similar in concept to bank account numbers, and each address is unique. Table of Contents Balances of the quantity of bitcoin associated with each bitcoin address are listed in a database, referred to as the blockchain.
Copies of the blockchain exist on thousands of computers on the Bitcoin network throughout the Internet. When a bitcoin user wishes to transfer bitcoin to another user, the sender must first request a bitcoin address from the recipient. The sender then uses his or her bitcoin wallet software, to create a proposed addition to the blockchain.
The proposal is entirely digital in nature, similar to a file on a computer, and it can be sent to other computers participating in the Bitcoin network. Such digital proposals are referred to as bitcoin transactions. A bitcoin transaction is similar in concept to an irreversible digital check. A key pair consists of a public key and its corresponding private key, both of which are lengthy numerical codes, derived together and possessing a unique relationship.
Public keys are used to create bitcoin addresses. Only the holder of the private key associated with a particular bitcoin address can digitally sign a transaction proposing a transfer of bitcoin from that particular bitcoin address.
The utilization of a private key is the only mechanism by which a bitcoin user can create a digital signature to transfer bitcoin from him or herself to another user. Table of Contents The usage of key pairs is an essential part of the underpinning of the Bitcoin network, insofar as use of a private key is the only mechanism by which a bitcoin transaction can be signed.
The loss of a private key renders the corresponding bitcoin permanently non-transferable, and the theft of a private key enables the thief immediate and unfettered access to the corresponding bitcoin. Consequently, bitcoin is unlike most contemporary financial assets in that it is a bearer asset. The person or entity in control of the private key corresponding to a particular quantity of bitcoin has de facto control of the bitcoin.
For large quantities of bitcoin, holders often embrace sophisticated security measures. A user who wishes to send bitcoin to another user would utilize bitcoin wallet software to create a transaction, digitally sign it and transmit a copy of the signed transaction to other computers on the Bitcoin network.
A copy of the signed transaction propagates throughout the network, typically received by participating computers in seconds. The Bitcoin network, which consists of computers running the bitcoin software, is configured as a peer-to-peer network. Unlike conventional computer networks in which workstations communicate with a central server, peer-to-peer networks consist of computers that relay information among each other, with no particular computer functioning as a leader.
Computers in a peer-to-peer network can depart from the network at any time, and new computers can join at any time. The peer-to-peer configuration provides the Bitcoin network with resiliency conventional networks lack. Bitcoin Peer-to-Peer Network. Computers participating in the Bitcoin network keep a copy of the database of all transactions, including both unconfirmed and confirmed. Confirmed transactions are part of the blockchain, but unconfirmed transactions are not.
An unconfirmed transaction becomes a confirmed transaction once it is added to the blockchain. Updates to the blockchain, which enable unconfirmed transactions to become confirmed transactions, come by way of newly-formed blocks , which are added to the blockchain by a process known as bitcoin mining. Table of Contents bitcoin Mining and Transaction Fees.
Bitcoin mining utilizes a combination of computer hardware and software to accomplish a dual purpose: i to verify the authenticity and validity of bitcoin transactions i. Neither the Sponsor nor the Trust intends to engage in bitcoin mining. Bitcoin miners do not need permission to participate in verifying transactions. Rather, miners compete to solve a prescribed and complicated mathematical calculation using computers dedicated to the task. Rounds of the competition repeat approximately every ten minutes.
In any particular round of the competition, the first miner to find the solution to the mathematical calculation is the miner who gains the privilege of announcing the next block to be added to the blockchain. A new block that is added to the blockchain serves to take all of the recent-yet-unconfirmed transactions and verify that none are fraudulent.
The recent-yet-unconfirmed transactions also generally contain transaction fees that are awarded to the miner who produces the block in which the transactions are inserted, and thereby confirmed. The successful miner also earns the so-called block reward , an amount of newly created bitcoin. Thus, bitcoin miners are financially incentivized to conduct their work.
The financial incentives received by bitcoin miners are a vital part of the process by which the Bitcoin network functions. Upon successfully wining a round of the competition winning a round is referred to as mining a new block , the miner then transmits a copy of the newly-formed block to peers on the Bitcoin network, all of which then update their respective copies of the blockchain by appending the new block, thereby acknowledging the confirmation of the transactions that had previously existed in an unconfirmed state.
A recipient of bitcoin must wait until a new block is formed in order to see the transaction convert from an unconfirmed state to a confirmed state. With new rounds won approximately every ten minutes, the average wait time for a confirmation is five minutes. Anti-Fraud and the Double Spend Solution.
Transactions are initially in an unconfirmed state because they must be checked for any attempt at a so-called double-spend. No payment system can be sound if it permits double spends. In a payment system with a central administrator i. Party A would then broadcast both transactions to the Bitcoin network, and all participating computers would generally see both transactions in a matter of seconds.
The transactions would, initially, be in an unconfirmed state, and no participant on the Bitcoin network would be able to know which of the two transactions to verify and which to reject. Participants would, however, know that only one of the transactions can be permitted to exist, and that all participants need somehow to agree which transaction to permit and which to reject.
When a miner successfully mines a new block, he or she eliminates the attempted double spend by choosing only one of the unconfirmed transactions and discarding the other. Thus, the miner serves as the arbiter in resolving any attempted double spends. The only requirement, for the soundness of the system, is that only one of the two transactions is included. When the miner broadcasts the newly created block to participants in the Bitcoin network, each participant will know which of the two transactions is valid and which is invalid.
If the miner were to attempt to include both transactions in the block, participants on the Bitcoin network would immediately know that the block is invalid, and they would discard it. Table of Contents An attempted double-spend. Alice has one bitcoin. Alice attempts to double spend the bitcoin by simultaneously sending it both to Bob and to Charlie. Newly Generated bitcoin and the Security of the Bitcoin Network. Beyond being the arbiter in case of an attempted double spend, miners also serve to generate newly created bitcoin.
Approximately every ten minutes, a new block is created by one of the many miners operating on the Bitcoin network. The new block contains With Although the aggregate amount of computing power devoted to bitcoin mining tends to increase over time, the quantity of bitcoin generated each day does not. By design, the supply of bitcoin is finite, and the pace at which bitcoin is generated is fixed, and set to decrease by half every four years on a defined schedule. If an individual miner adds computing power to his or her mining operation, he or she will increase his or her probability of successfully generating new blocks, and simultaneously reduce the probability of other miners generating new blocks, but the overall quantity of new blocks generated will not increase.
By intention, bitcoin mining is setup to be a race amongst miners in which miners are incentivized to add computing power over time, in order to protect themselves from the consequences of increases in computing power by other miners.
Since the number of blocks generated is fixed, a miner can gain only a temporary advantage by adding computing power, and the advantage dissipates as other miners add computing power to their own respective mining operations. In the context of bitcoin mining, computing power is measured in hashes-per-second. Table of Contents The race among miners to add processing power is a feature of Bitcoin that keeps the Bitcoin network secure. The protocol underlying Bitcoin operates safely so long as no miner gains control of more than 50 percent of the mining processing power.
If a miner gains control of more than 50 percent of mining processing power, the network will still operate safely, so long as the miner has no nefarious goals. The addition of mining processing power makes it continuously more difficult for a nefarious miner to gain control of more than 50 percent of mining processing power.
Limits on bitcoin Creation. The protocol underlying Bitcoin provides the rules by which all users and miners on the Bitcoin network must operate. The protocol also lays out the so-called block reward, the amount of bitcoin that a miner earns upon creating a new block. The initial block reward when Bitcoin was introduced in was 50 bitcoin per block.
That number has and will continue to halve approximately every four years until approximately , when it is estimated that block rewards will go to zero. The most recent halving occurred on July 9, , which reduced the block reward from 25 to The next halving is projected for June , which will reduce the block reward to 6.
The halving thereafter will occur in another four years and will reduce the block reward to 3. Currently, there are approximately Bitcoin mining should not be confused with buying and selling bitcoin, which, as discussed below, is a separate process. Amount of bitcoin in Existence. In addition to the block reward, end users pay fees as an incentive for a miner to confirm their transactions in newly created blocks.
When a miner creates a new block, as part of the process the miner adds any. Table of Contents unconfirmed transactions to the new block, and for doing so accepts fees associated with each transaction. As of January , fees are, generally, around 0. Since the inception of the Bitcoin network, miners have earned only a small proportion of their revenue from transaction fees, with a much larger proportion of their revenue coming from the block reward.
As of January , approximately 1 percent of miner revenue comes from fees and 99 percent from newly created bitcoin. As the block reward is reduced, miners are expected to earn an increasing proportion of their revenue from fees and a decreasing proportion from the block reward, thus making transaction fee-based revenue increasingly important as an economic incentive for miners.
Bitcoin Protocol Modifications. The Bitcoin protocol is built using open source software allowing for any developer to review the underlying code and suggest changes. Such proposals are generally posted on websites e. New versions of Bitcoin Core can be approved by several developers.
Several BIPs have been implemented since and have provided various new features and scaling improvements. Bitcoin has no central authority, so the implementation of a change is achieved by users and miners downloading and running updated versions of Bitcoin Core or other Bitcoin software that abides by the Bitcoin protocol. It is possible that a group of developers could propose a change to Bitcoin that is not backwardly compatible.
Participants in the Bitcoin industry are mutually incentivized not to permit such an outcome, as it would likely threaten the value of bitcoin the asset. Estimates show that the Bitcoin network can accommodate up to seven transactions per second. The current maximum transaction rate is adequate for a significant amount of activity but far below the level that centralized services can provide.
There are multiple proposals for increasing the capacity of the Bitcoin network. Use of bitcoin and the Blockchain. Beyond using bitcoin as a value transfer mechanism, applications related to the blockchain technology underlying bitcoin have become increasingly prominent. Blockchain-focused applications take advantage of certain unique characteristics of the blockchain, such as secure time stamping secure time stamps are on newly created blocks , tamper-resistant storage copies of the blockchain are distributed throughout the Internet and secure digital signatures.
Blockchain-focused applications in usage and under development include, but are not limited to: asset title transfer, secure timestamping, counterfeit and fraud detection systems, secure document and contract signing, distributed cloud storage and identity management. Although value transfer is not the primary purpose for blockchain-focused applications, the usage of bitcoin, the asset, is inherently involved in blockchain-focused applications, thus linking the growth and adoption of bitcoin to the growth and adoption of blockchain-focused applications.
As a value transfer mechanism, over , merchants worldwide currently accept bitcoin as payment for goods and services. Notable merchants accepting bitcoin for certain types of purchases include Microsoft, Dell, Expedia, Overstock. Common bitcoin purchases include website hosting, home furnishings, gift cards and consumer electronics. Bitcoin exchanges operate websites that facilitate the purchase and sale of bitcoin for various government-issued currencies, including the U.
Activity on bitcoin exchanges should not be confused with the process of users sending bitcoin from one bitcoin address to another bitcoin address, the latter being an activity that is wholly within the confines of the Bitcoin network and the former being an activity that occurs entirely on private websites. Table of Contents An individual who wishes to purchase bitcoin on a bitcoin exchange would create an account on the exchange website.
After creating an account, the buyer would send government issued money to the website via traditional payment methods such as ACH and wire transfer. Directly after the purchase is made, the bitcoin acquired still remains in the custody of the bitcoin exchange i.
To take custody of the bitcoin, the purchaser would direct the exchange website to transfer the bitcoin to a bitcoin address controlled by the purchaser, thereby completing the process of acquiring bitcoin. A sale of bitcoin using a bitcoin exchange involves the same process but in reverse. Bitcoin exchange websites generally show users a central limit order book i. Bitcoin exchanges typically report publicly on their websites the valuation of each transaction and bid and ask prices for the purchase or sale of bitcoin.
Price differentials across bitcoin exchanges enable arbitrage between bitcoin prices on the various exchanges. There are currently several U. The majority of bitcoin transactions are executed on public bitcoin exchanges where bitcoin is bought and sold daily for value in U. These bitcoin exchanges provide the most data with respect to prevailing prices of bitcoin.
The exchanges typically publish real-time trade data including last price, bid and ask spread, and trade volume on their respective websites and through application programming interfaces. As a result, the prices on bitcoin exchanges are the most accurate expression of the value of bitcoin, and the XBX accordingly tracks the price of bitcoin across multiple exchanges. Table of Contents The bitcoin marketplace is a hour, day per year market. There currently exist globally over 30 bitcoin exchanges.
Of those, the exchanges with the most significant bitcoin trading by volume i. Although bitcoin utilization provides users with a degree of anonymity insofar as sending and receiving bitcoin from one bitcoin address to another bitcoin address does not require personally identifying information, Bitcoin usage anonymity is constrained by bitcoin exchange AML and KYC records as well as the indelibility of transactions in the bitcoin blockchain.
If the second parameter is present, it specifies the position in the string to begin the search. Negative indices count from the end of the string, and insert after the given character. The intent is insert aString so that it starts at the given index. Returns a printable version of str , surrounded by quote marks, with special characters escaped. Returns the Symbol corresponding to str , creating the symbol if it did not previously exist. See Symbol id2name. This can also be used to create symbols that cannot be represented using the :xxx notation.
If integer is greater than the length of str , returns a new String of length integer with str left justified and padded with padstr ; otherwise, returns str. Returns a copy of str with leading whitespace removed. See also String rstrip and String strip.
Removes leading whitespace from str , returning nil if no change was made. See also String rstrip! Converts pattern to a Regexp if it isn't already one , then invokes its match method on str. If a block is given, invoke the block with MatchData if match succeed, so that you can write. Returns the successor to str.
The successor is calculated by incrementing characters starting from the rightmost alphanumeric or the rightmost character if there are no alphanumerics in the string. Incrementing a digit always results in another digit, and incrementing a letter results in another letter of the same case.
Incrementing nonalphanumerics uses the underlying character set's collating sequence. This process repeats until there is no carry, adding an additional character if necessary. Treats leading characters of str as a string of octal digits with an optional sign and returns the corresponding number. Returns 0 if the conversion fails. If str starts with 0 , radix indicators are honored.
See Kernel Integer. Searches sep or pattern regexp in the string and returns the part before it, the match, and the part after it. If it is not found, returns two empty strings and str. Returns the index of the last occurrence of the given substring or pattern regexp in str.
If the second parameter is present, it specifies the position in the string to end the search—characters beyond this point will not be considered. If integer is greater than the length of str , returns a new String of length integer with str right justified and padded with padstr ; otherwise, returns str. Searches sep or pattern regexp in the string from the end of the string, and returns the part before it, the match, and the part after it. Returns a copy of str with trailing whitespace removed.
See also String lstrip and String strip. Removes trailing whitespace from str , returning nil if no change was made. See also String lstrip! Both forms iterate through str , matching the pattern which may be a Regexp or a String. For each match, a result is generated and either added to the result array or passed to the block.
If the pattern contains groups, each individual result is itself an array containing one entry per group. If the string is invalid byte sequence then replace invalid bytes with given replacement character, else returns self. If block is given, replace invalid bytes with returned value of the block. Divides str into substrings based on a delimiter, returning an array of these substrings.
If pattern is a String , then its contents are used as the delimiter when splitting str. If pattern is a single space, str is split on whitespace, with leading whitespace and runs of contiguous whitespace characters ignored. If pattern is a Regexp , str is divided where the pattern matches. Whenever the pattern matches a zero-length string, str is split into individual characters.
If pattern contains groups, the respective matches will be returned in the array as well. If the limit parameter is omitted, trailing null fields are suppressed. If limit is a positive number, at most that number of split substrings will be returned captured groups will be returned as well, but are not counted towards the limit. If limit is 1 , the entire string is returned as the only entry in an array.
If negative, there is no limit to the number of fields returned, and trailing null fields are not suppressed. When the input str is empty an empty Array is returned as the string is considered to have no fields to split. Returns a new string where runs of the same character that occur in this set are replaced by a single character.
If no arguments are given, all runs of identical characters are replaced by a single character. Squeezes str in place, returning either str , or nil if no changes were made. Whitespace is defined as any of the following characters: null, horizontal tab, line feed, vertical tab, form feed, carriage return, space. Removes leading and trailing whitespace from str. Returns nil if str was not altered.
Returns a copy of str with the first occurrence of pattern replaced by the second argument. If replacement is a String that looks like a pattern's capture group but is actually not a pattern capture group e. Returns str if a substitution was performed or nil if no substitution was performed.
Returns a basic n -bit checksum of the characters in str , where n is the optional Integer parameter, defaulting to This is not a particularly good checksum. Returns a copy of str with uppercase alphabetic characters converted to lowercase and lowercase characters converted to uppercase. Equivalent to String swapcase , but modifies the receiver in place, returning str , or nil if no changes were made.
Returns a complex which denotes the string form. The parser ignores leading whitespaces and trailing garbage. Any digit sequences can be separated by an underscore. Returns zero for null or garbage string. Returns the result of interpreting leading characters in str as a floating point number. Extraneous characters past the end of a valid number are ignored. If there is not a valid number at the start of str , 0. This method never raises an exception. Returns the result of interpreting leading characters in str as an integer base base between 2 and If there is not a valid number at the start of str , 0 is returned.
This method never raises an exception when base is valid. Returns a rational which denotes the string form. NOTE: '0. If called on a subclass of String , converts the receiver to a String object. Translates str in place, using the same rules as String tr. Returns str , or nil if no changes were made. Processes a copy of str as described under String tr , then removes duplicate characters in regions that were affected by the translation. Decodes str which may contain binary data according to the format string, returning an array of each value extracted.
The format string consists of a sequence of single-character directives, summarized in the table at the end of this entry. Each directive may be followed by a number, indicating the number of times to repeat with this directive. Spaces are ignored in the format string. See also String unpack1 , Array pack. Decodes str which may contain binary data according to the format string, returning the first value extracted.
See also String unpack , Array pack. Returns a copy of str with all lowercase letters replaced with their uppercase counterparts. The String succ method is used to generate each value. If optional second argument exclusive is omitted or is false, the last value will be included; otherwise it will be excluded. In addition, the width of string e. Home Core 2. Home Classes Methods. In Files complex. Parent Object. Included Modules Comparable. Files grammar. String A String object holds and manipulates an arbitrary sequence of bytes, typically representing characters.
Returns a new string object containing a copy of str. If the string is frozen, then return duplicated mutable string. If the string is not frozen, then return the string itself. If the string is frozen, then return the string itself. If the string is not frozen, then duplicate the string freeze it and return it. Returns the length of str in bytes. Returns a one-character string at the beginning of the string. Makes string empty. The meaning of the options is as follows: No option Full Unicode case mapping, suitable for most languages see :turkic and :lithuanian options below for exceptions.
Downcases the contents of str , returning nil if no changes were made. If no block is given, an enumerator is returned instead. Returns true if str has a length of zero. The options Hash gives details for conversion and can have the following keys: :invalid If the value is :replace , encode replaces invalid byte sequences in str with the replacement character.
The default is to raise the Encoding::InvalidByteSequenceError exception :undef If the value is :replace , encode replaces characters which are undefined in the destination encoding with the replacement character. Returns the Encoding object that represents the encoding of obj. Returns true if str ends with one of the suffixes given. Two strings are equal if they have the same length and content. Changes the encoding to encoding and returns self. The result inherits any tainting in the original string or any supplied replacement string.
When neither a block nor a second argument is supplied, an Enumerator is returned. Return a hash based on the string's length, content and encoding. See also Object hash. Returns true if str contains the given string or character. Returns the character length of str. Refer to strip for the definition of whitespace. Equivalent to String succ , but modifies the receiver in place.
Return the Integer ordinal of a one-character string. Prepend—Prepend the given strings to str. Returns a new string with the characters from str in reverse order. Reverses str in place.
They mostly jamagram other jammers, mostly saying: "Let's Play! Their den was formerly filled with skeletons and candles with a gravestone. It has been filled with plushies, masterpieces, etc. Then they changed it back. They mostly use their den to vent. Before E3o made their account, they had an account named Spikmas. It is unknown what happened with the account, however, or why they moved to this current one. They were hacked on March 10, It is unknown who hacked them or why they were hacked.
However, they got their account back. They currently appear as a dark red and black monkey with a white square swirl pattern named Emperor Stinkybuddy, which wears a black straw hat, red pirate sword, and a black bowtie. This wiki. If this still doesn't help, move to Step 4.
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