REG - iShares Digit.Assets - Final Terms dated 21 October 2025
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RNS Number : 2611E iShares Digital Assets AG 21 October 2025
Final Terms dated 21 October 2025
iSHARES DIGITAL ASSETS AG
Issue of 2,360,000 Securities of iShares Bitcoin ETP issued under its Secured
Cryptoasset Linked Securities Programme (the "Securities").
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Terms and Conditions set forth in the Base Prospectus dated 15 October
2025 which constitutes a Base Prospectus for the purposes of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 as it
forms part of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). This document
constitutes the final terms of the Securities described herein for the
purposes of Article 8(4) of the UK Prospectus Regulation and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and the Base Prospectus. The Base Prospectus and any
Supplement to the Base Prospectus are available for viewing on the Issuer
Website (www.ishares.com (http://www.ishares.com) ) (the product webpage for
the iShares Bitcoin ETP can be reached by navigating to the investor's country
on the website and using the search function to search for "iShares Bitcoin
ETP"). A summary of the individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
SALES TO UK RETAIL INVESTORS - Following the FCA's Handbook Notice 132 and the
entering into force of the Conduct of Business (Cryptoasset Products)
Instrument 2025 on 8 October 2025, the Securities may be offered, sold or
otherwise made available to a retail client (as defined in the FCA Handbook's
Conduct of Business Sourcebook (COBS)) in the United Kingdom, where the
Securities are admitted to trading on a UK Recognised Investment Exchange.
A key information document as required by Regulation (EU) No 1286/2014 as it
forms part of domestic law of the United Kingdom by virtue of the EUWA (the
"UK PRIIPs Regulation") has been prepared and is available at the Issuer
Website (www.ishares.com (http://www.ishares.com) ) (the product webpage for
the iShares Bitcoin ETP can be reached by navigating to the investor's country
on the Issuer Website and using the search function to search for "iShares
Bitcoin ETP").
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
1.
1.
1. Issuer: iShares Digital Assets AG
2. Series: iShares Bitcoin ETP
Tranche Number: 2
3. Series Currency: USD
4. Number of Securities of the Series: (i) Prior to the issue of the Tranche of Securities to which these Final 58,035,328
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to which these Final Terms relate: 60,395,328
(iii) Comprising the Tranche of Securities to which these Final Terms relate: 2,360,000
5. Issue Price: US$11.10
6. Principal Amount: US$0.42
7. Initial Cryptoasset Entitlement: 0.0001 (as at the Series Issue Date)
8. Series Issue Date: 24 March 2025
Issue Date of the Tranche of Securities: 21 October 2025
9. Date on which Board approval for issuance of Securities obtained: 7 August 2025 (in respect of Securities to be listed on the Official List of
the FCA)
10. Additional Security Agreements: Not Applicable
11. Additional Business Centre: Not Applicable
12. Cash Subscriptions: Not applicable unless otherwise notified by the Issuer in accordance with the
Conditions
13. Cash Redemptions: Not applicable unless otherwise notified by the Issuer in accordance with the
Conditions
14. Delivery Precision Level: 8 decimal places
TRANSACTION PARTIES
15. Authorised Participant(s): Flow Traders B.V., Jacob Bontiusplaats 9, 1018 LL Amsterdam, The Netherlands
Jane Street Financial Limited, 2 & A Half Devonshire Square London EC2M
4UJ, United Kingdom
Virtu Financial Ireland Limited, North Dock One, 5th Floor, 91-92 North Wall
Quay, Dublin 1, D01 H7V7 Ireland
Any changes to the list of Authorised Participants will be detailed on the
Issuer Website (www.ishares.com).
16. Cryptoasset Trading Counterparty(ies) (as at the Series Issue Date): The full list of Cryptoasset Trading Counterparties in respect of the Series
from time to time is available on request from the Issuer, or the Arranger on
its behalf.
17. Paying Agent(s): The Bank of New York Mellon, London Branch
18. Custodian(s) Coinbase Custody International Limited
19. Account Bank The Bank of New York Mellon, London Branch
PROVISIONS RELATING TO FEES
20. Total Expense Ratio (as at Series Issue Date): The Total Expense Ratio is 0.25 per cent. per annum.
A partial TER waiver will apply from and including the Series Issue Date, to
and including 31 December 2025. During this period, the Total Expense Ratio
will be 0.15 per cent. per annum.
21. Subscription Fee (as at the Series Issue Date): US$ 1,300 per Subscription Order
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
22. Non-exempt Offer and Offer Period: When selling the Securities which are the subject of the offering contemplated
by these Final Terms, an offer may be made by the Authorised Participant(s)
other than pursuant to Article 1(4) of the UK Prospectus Regulation in the
United Kingdom from the Series Issue Date (inclusive) to the later of (i) the
date of expiry of the Base Prospectus and (ii) the expiry of the validity of a
new base prospectus immediately succeeding the Base Prospectus.
Signed on behalf of the Issuer:
Director Director
Duly Authorised Duly Authorised
By: Dylan McGrath By: Robert Majewski
Part B - Other Information
1. LISTING
(i) Listing: Application has been made for the Securities to be admitted to listing on the
Official List of the FCA.
(ii) Trading: Application has been made by the Issuer (or on its behalf) for the Securities
to be admitted to trading on the Main Market of the London Stock Exchange.
The earliest date on which the Tranche of Securities will be admitted to
trading will be 22 October 2025.
(iii) Relevant Stock Exchange: London Stock Exchange
(iv) Estimate of the total expenses related to the admission to Not applicable
trading:
2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware,
no person involved in the offer of the Securities has an interest material to
the offer.
3. REASONS FOR THE OFFER
Reasons for the offer: See section headed "Reasons for the Offer and Use of Proceeds" in the Base
Prospectus.
Estimated net proceeds: 1 bitcoin based on 10,000 Securities being issued (as at the Series Issue
Date).
4. PERFORMANCE OF THE CRYPTOASSET AND OTHER INFORMATION CONCERNING THE
CRYPTOASSET
Information on the past and future performance and volatility of bitcoin can
be obtained by electronic means from https://bitcoin.org/en/
(https://bitcoin.org/en/) . Such information can be obtained free of charge.
See also description of the Cryptoasset in the section entitled "Cryptoasset
Market Overview" in the Base Prospectus.
5. OPERATIONAL INFORMATION
ISIN: XS2940466316
Any other identification number (if applicable): Ticker: IB1T (London Stock Exchange)
SEDOL: BTXT KZ1
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Securities
Minimum Trading Amount: At least 1 Security
Maximum Issue Size: The aggregate number of Securities of the Series which are outstanding from
time to time will not exceed an amount of 50 billion Securities.
Information with regard to the manner, place and date of the publication of Not applicable
the results of the offer.
6. DISTRIBUTION
TEFRA: Not Applicable
Annex - Issue Specific Summary
Section A - Introduction and warnings
Warnings
a) The summary should be read as an introduction to
the base prospectus (the "Prospectus").
b) Any decision to invest in the securities should be
based on a consideration of the Prospectus as whole by the investor.
c) The securities are not capital protected and there
is no minimum redemption amount. Accordingly, the investor could lose all or
part of the invested capital.
d) High Risk Investment: Don't invest unless you're
prepared to lose all the money you invest. This is a high-risk investment and
you should not expect to be protected if something goes wrong.
e) Civil liability attaches only to the Issuer who has
tabled the summary, including any translation thereof, but only where the
summary is misleading, inaccurate or inconsistent, when read together with the
other parts of the Prospectus, or where it does not provide, when read
together with the other parts of the Prospectus, key information in order to
aid investors when considering whether to invest in the securities.
f) You are about to purchase a product that is not
simple and may be difficult to understand.
Introductory information
Name and ISIN of the securities: Tranche 2 of iShares Bitcoin ETP, XS2940466316
Identity and contact details of the Issuer, including LEI: iShares Digital Assets AG
Militärstrasse 36, 8004 Zurich, Switzerland
Legal Entity Identifier (LEI) 529900SWRY4YFHG55I08
Competent authority that approved the Prospectus: UK Financial Conduct Authority ("FCA")
Date of approval of the Prospectus: 15 October 2025
Custodian: Coinbase Custody International Limited
Paying Agent: The Bank of New York Mellon, London Branch
Authorised Participants: Flow Traders B.V., Jane Street Financial Limited, Virtu Financial Ireland
Limited
Section B - Key information on the Issuer
Who is the issuer of the securities?
The legal and commercial name of the issuer is iShares Digital Assets AG (the
"Issuer"). The Issuer is a stock corporation (Aktiengesellschaft) organised
and existing under the laws of Switzerland having its registered office at
Militärstrasse 36, 8004 Zurich, Switzerland and registered with the
Commercial Register of the Canton of Zurich under the company register number
CHE-267.176.567.
The Issuer is a special purpose vehicle which has been established primarily
for the issuance of securities. The Issuer's sole shareholder is Apex TSI
Limited, as share trustee. The board of directors of the Issuer consists of
three directors, Boudewijn Korten, Dylan McGrath, and Robert Majewski. The
Issuer has no employees except for the directors.
PricewaterhouseCoopers AG with their registered office at Birchstrasse 160,
Postfach, 8050 Zürich, Switzerland was appointed as the independent auditors
of the Issuer on 9 August 2024.
What is the key financial information regarding the issuer?
The fiscal year of the Issuer is the calendar year. The Issuer was
incorporated on 5 August 2024. Interim financial information has been prepared
with respect to the Issuer from the Issuer's date of incorporation to 30 June
2025 in accordance with International Financial Reporting Standards (the
"Interim Financial Information"). The following selected financial information
is based on and extracted from the Interim Financial Information:
for the period 5 August 2024 to 30 June 2025
Income statement
Profit/(loss) for the period USD (47,837,000)
Balance sheet
Total liabilities USD (343,755,000)
Cash flow statement
Net Cash flows from operating activities USD (-)
Net Cash flows from financing activities USD 117,000
Net Cash flows from investing activities USD (-)
What are the key risks that are specific to the Issuer?
The Issuer may be unsuccessful in developing its business activity: Due to the
short period of existence, the Issuer does not have a long and comprehensive
track record of successfully operating the business activity of issuing
securities. Hence, there is a risk that the Issuer will not be successful in
issuing the securities, and that the Issuer will not become profitable,
despite this being the Issuer's aim. The Issuer is, however, appointing
service providers that have experience in providing services for cryptoasset
products. If the Issuer becomes unsuccessful in the issuance of securities,
the Issuer may cease its business activities as issuer or ultimately become
insolvent and this could lead to a total loss for the securityholders.
Risks related to a custodian and prime execution agent: The Issuer's ability
to meet its obligations with respect to the securities will be dependent upon
the performance by each relevant custodian and prime execution agent of its
obligations under the relevant custody agreement and prime execution
agreement. Consequently, the securityholders are relying on the
creditworthiness of the relevant custodian and prime execution agent.
Risks related to the Issuer's reputation and the reputation of its service
providers and counterparties: Due to the highly competitive market environment
in the Issuer's core business (the issuance of securities linked to
cryptoassets), the Issuer depends on its reputation and the reputation of its
service providers and counterparties to maintain and grow its core business.
Any material adverse event, such as (but not limited to) non-performance,
defaults and insolvencies of service providers or counterparties, legal
proceedings involving the Issuer or any service provider or counterparty or
negative media reports on the Issuer or its service providers or
counterparties, could impact the Issuer's reputation, which could depress the
Issuer's capacity to attract investment for series of securities. This, in
turn, could affect the demand for and liquidity of any series of securities
and the price of any series of securities. If this triggers an early
redemption event in relation to a series of securities, this may result in the
Issuer giving an early redemption notice and all securities in that series
becoming subject to an early redemption.
Risks relating to service providers: Cryptoassets are known for their high
volatility, unique technical, legal and regulatory challenges, and rapidly
evolving market dynamics. The Issuer's service providers' limited experience
in this specific field may not fully equip them to navigate these complexities
effectively. The past performance of the service providers in other investment
vehicles or relating to other assets is no indication of their ability to
arrange the issuance of the securities. The unique nature of cryptoassets
makes past performance an unreliable indicator of future success in this area.
The cryptoasset market is technology-driven and requires a deep understanding
of the underlying blockchain technology and security considerations. The
service providers' limited experience may not fully encompass the technical
expertise required to mitigate risks such as cyber threats, technological
failures, or operational errors related to cryptoasset transactions and
custody. Should the service providers' experience prove inadequate or
unsuitable for arranging a cryptoasset-based investment like the securities,
it could result in suboptimal decision-making, increased operational risks,
and potential legal or regulatory non-compliance. These factors could
adversely affect the Issuer's operations, leading to a potential decrease in
the value of the securities and, in turn, to investors losing some or even all
of the value of their investment in the securities.
Potential impact of changes in law or regulation on the Issuer and the
programme: The Issuer's business is issuing series of securities linked to
cryptoassets. Although some financial supervisory authorities in Switzerland
or across Europe may restrict trading in cryptoassets and/or the categories of
market participants which may deal with cryptoassets, the Issuer is not
currently required to be licensed, registered or authorised under any
securities, commodities, banking or financial services laws of its
jurisdiction of incorporation. However, there can be no guarantee that legal
and regulatory requirements will not change in the future to require this. In
addition, the regulatory authorities in one or more other jurisdictions
relevant to the Issuer's business may determine that the Issuer is required to
be licensed, registered or authorised under the securities, commodities,
banking or financial services laws of that jurisdiction. Any such requirement
or change could consequently have an adverse impact on the Issuer in terms of
increasing the cost of it doing business and/or limiting its ability to
continue to operate and may adversely impact the holders of securities by
reducing the value of their investment. It may also result in the Issuer (at
its discretion) giving notice to redeem the securities early due to a change
in law or regulation and therefore the securities becoming subject to an early
redemption.
Section C - Key information on the securities
What are the main features of the securities?
Type, class and ISIN
The securities (with ISIN: XS2940466316) will be issued as debt securities in
registered form and be governed by English law. The securities are represented
on issue by a registered global certificate, which will be deposited with a
common depository for the relevant clearing system. The series of securities
is constituted by the trust deed and secured by the relevant security
agreements.
Currency, denomination, par value, the number of securities issued and the
term of the securities
The securities are issued in USD without par value. As at the issue date of
the above tranche of securities, there will be 60,395,328 securities of the
series in issue. The securities have an indefinite term (open ended).
Rights attached to the securities
Legal title to the securities will be held by a nominee (of the common
depositary of the International Central Securities Depositaries). Only the
nominee will be a securityholder. A purchaser of interests in the securities
will not be a registered securityholder, but will hold an indirect beneficial
interest in such securities and the rights of such investors, where they are
accountholders in an International Central Securities Depositary
("Participants"), shall be governed by their agreement with their
International Central Securities Depositary or, where they are not
Participants, shall be governed by their arrangement with their respective
nominee, broker or central securities depositary (as appropriate) which may be
a Participant or have an arrangement with a Participant. Interests in the
securities represented by the registered global certificate will be
transferable in accordance with applicable laws and any rules and procedures
issued by the International Central Securities Depositaries.
The securities are linked to and are collateralised with bitcoin, a
cryptocurrency and worldwide payment system, released as an open-source
software in 2009 and the specification of which can be found on
https://bitcoin.org/en/ ("BTC" or the "Cryptoasset").
For the purposes of categorisation in accordance with the European Structured
Investment Products Association (EUSIPA) the securities would qualify as
participation securities, in the form of "Tracker" securities (category 1300).
The performance of the securities would be affected on a one-to-one basis by
price movements of the Cryptoasset for that series, if not for fees and costs
payable by the Issuer for each series (e.g. the Total Expense Ratio (as
defined below)) and by investors (e.g. buy-back and early redemption fees),
which will reduce the value of the securities. When such fees and costs are
factored in, they will affect the return on the securities so that the return
on the securities may not be the same as the investor actually owning and
holding the relevant Cryptoasset directly.
The value of the securities is dependent on the cryptoasset entitlement (the
"Cryptoasset Entitlement"). The Cryptoasset Entitlement on the series issue
date shall be as specified in the relevant final terms as the "Initial
Cryptoasset Entitlement". On each subsequent day, the Cryptoasset Entitlement
is reduced at a rate equal to the portion of the total expense ratio ("Total
Expense Ratio" or "TER") applicable to such day. The TER is 0.25 per cent. per
annum however a partial TER waiver will apply from and including the series
issue date, to and including 31 December 2025. During this period, the TER
will be 0.15 per cent. per annum.
Authorised participants and non-AP holders may request that the Issuer buys
back securities from such authorised participant or non-AP holder in return
for either (i) an amount of the relevant cryptoasset or (ii) if at the
relevant time the Issuer is accepting cash redemptions by authorised
participants and/or non-AP holders for the relevant series, a cash amount in
the series currency, in each case, equal to the buy-back settlement amount,
provided that the authorised participant or non-AP holder has satisfied
certain conditions. The conditions include the return to the Issuer of such
securities and, in the case of physical redemptions, payment of any applicable
buy-back fee or non-AP buy-back fee (unless the Issuer (or the arranger on its
behalf) has waived the buy-back fee or non-AP buy-back fee or agreed that it
may be paid following the relevant buy-back) or, in the case of cash
redemptions, payment of any applicable residual buy-back fee or residual
non-AP buy-back fee (unless the Issuer (or the arranger on its behalf) has
waived the residual buy-back fee or residual non-AP buy-back fee or agreed
that it may be paid following the relevant buy-back).
Securities purchased by the Issuer will be purchased for the buy-back
settlement amount which is:
(i) for physical redemptions, an amount of the relevant cryptoasset
equal to the Cryptoasset Entitlement for such securities subject to the
relevant buy-back order as at the relevant buy-back trade date; and
(ii) for cash redemptions, an amount equal to the greater of (i) zero and
(ii) the product of the cryptoasset sale proceeds per security and the
aggregate number of securities subject to cash redemption to be purchased
pursuant to the relevant buy-back order, less the relevant buy-back fee or
non-AP buy-back fee (as applicable).
In connection with a cash redemption or an early redemption, the Issuer, or
the arranger on its behalf, may request that the relevant amount of relevant
cryptoasset for a series be sold, in the sole discretion of the Issuer (or the
arranger on its behalf), by the prime execution agent, as the Issuer's agent,
and/or to one or more cryptoasset trading counterparties. Following receipt by
the Issuer (or the relevant agent on the Issuer's behalf) of proceeds of such
sale, the administrator will calculate the "Cryptoasset Sale Proceeds per
Security" as being the proceeds of such sale divided by the relevant number of
securities.
If an early redemption event occurs and one or more early redemption notices
are given, each security of the relevant series will be redeemed at its early
redemption amount (being the cryptoasset sale proceeds per security less the
early redemption fee) unless the relevant securityholder has elected for
principal amount prior the relevant cut-off. The principal amount of the
securities is stated in the relevant final terms (an early redemption fee will
be deducted). Payment of early redemption amounts and principal amounts will
be paid after settlement of prior claims under the priority of payments.
Principal amounts are subordinated to early redemption amounts in the priority
of payments.
If an event of default occurs and the trustee gives an event of default
redemption notice, the securities of the relevant series will immediately
become due and payable at their early redemption amount (unless such
securities are already due and payable before such time). The transaction
security over the secured property in respect of the relevant series of
securities will also become enforceable upon the service of such notice.
Relative seniority of the securities in the Issuer's capital structure in the
event of insolvency
The securities are secured, limited recourse debt obligations of the Issuer,
at all times ranking pari passu and without any preference among themselves,
secured in the manner described in the terms and conditions and recourse in
respect of the securities is limited in the manner described in the terms and
conditions.
Restrictions on free transferability of the securities
The securities are freely transferrable.
Where will the securities be traded?
Application is intended to be made for admission to trading of the securities
on the Main Market of the London Stock Exchange.
What are the key risks that are specific to the securities?
Investing in the securities does not correspond to a direct investment in the
relevant Cryptoassets: Investors should be aware that, while the value of the
securities is linked to the price of the relevant Cryptoassets (based on the
Cryptoasset Entitlement of the securities), the market value of the securities
does not exclusively depend on the prevailing price of the relevant
Cryptoassets in respect of a series, and changes in the prevailing price of
the relevant Cryptoassets may not necessarily result in a comparable change in
the market value of the securities. The performance of the securities may
differ significantly from direct holdings of Cryptoassets as a result of the
negative effects of fees and charges, including, but not limited to the
buy-back fee or early redemption fee upon redemption, in addition to the
negative effect of any other risks described herein. The return on the
securities may not reflect the return if the investor had actually owned the
relevant Cryptoasset and held such investment for a similar period.
The trading prices of many cryptoassets have experienced extreme volatility in
recent periods and may continue to do so: The price of an applicable
Cryptoasset will affect the value of the corresponding series of securities
and therefore the price volatility of each series could be significant. The
cryptoasset markets may be experiencing a bubble 1 (#_ftn1) or may experience
a bubble in the future. Extreme volatility in the future price of the relevant
Cryptoassets, including further declines in the trading prices of bitcoin, are
likely to have a material adverse effect on the value of the related
securities and such securities could lose all or substantially all of their
value. If the securities lose all or substantially all of their value,
investors could lose all or substantially all of their investment in the
securities.
Cryptoasset platforms are often unregulated in nature and may be vulnerable to
manipulative trading activity, business failure, fraud and security breaches:
Cryptoasset platforms may not be subject to, or may not comply with,
regulation in a similar manner as other trading platforms, such as national
securities exchanges or designated contract markets. As a result, the
marketplace may lose confidence in cryptoasset platforms, including prominent
platforms that handle a significant volume of bitcoin trading, which could
result in a reduction in the price of bitcoin and therefore the value of the
securities, which could in turn lead to investors losing some or even all of
their investment in the securities. The bitcoin market globally and in Europe
is not subject to regulatory guardrails comparable to those that exist in
regulated securities markets. Many bitcoin trading venues also lack certain
safeguards put in place by exchanges for more traditional assets to enhance
the stability of trading on the exchanges and prevent "flash crashes" 2
(#_ftn2) , such as limit-down circuit breakers (where trading may be
temporarily halted, for individual securities or market-wide, if the
percentage drop in value of a security or index exceeds certain predefined
limits). Additionally, certain exchanges may impose daily, weekly, monthly or
customer-specific transaction or distribution limits, or suspend trading or
withdrawals entirely, making the trading of cryptoassets for fiat currency
difficult or impossible at times on those exchanges. As a result, the prices
of bitcoin on trading venues may be subject to larger and/or more frequent
sudden declines than assets traded on more traditional exchanges. There may
also be significant pricing differences between exchanges for the same
cryptoasset. Should these circumstances arise, this could adversely impact the
price of bitcoin and consequently the value of the securities, and investors
could lose some or even all of their investment in the securities.
The effect of potential market manipulation, front-running, spoofing,
pump-and-dumping, wash-trading, and other fraudulent or manipulative trading
practices may give an impression of greater volumes of trading activity than
those actually present in crypto markets and/or cause distortions in price,
which could adversely affect the value of the securities and cause partial or
even total losses to investors.
In addition, over the past several years, some cryptoasset platforms have been
closed due to fraud and manipulative activity, business failure or security
breaches. In many of these instances, the customers of such cryptoasset
platforms were not compensated or made whole for the partial or complete
losses of their account balances in such cryptoasset platforms. If a large
cryptoasset platform becomes insolvent in the future, the price of bitcoin
could be negatively affected, which may reduce the value of the securities
which could lead to investors losing some or even all of their investment in
the securities.
In addition, if a cryptoasset platform which a series of securities utilises
for storage, trading and/or settlement becomes insolvent this may lead to a
loss of the Issuer's underlying assets and therefore a loss for the relevant
investors. If the securities lose all or substantially all of their value,
investors could lose all or substantially all of their investment in the
securities. Cryptoasset platforms have also frequently been subject to
regulatory enforcement actions. Regulatory enforcement action taken by
authorities against cryptoasset platforms could result in the market losing
confidence in bitcoin which may lead to the securities losing some or even all
of their value and, in turn, lead to investors losing some or even all of
their investment in the securities. There have been a number of instances of
cryptoasset platforms being hacked or exploited, resulting in users of the
relevant platform losing some or all of their assets held on that platform.
Losses of cryptoassets due to a hack, theft, insider activity, the
manipulation of a transaction signing process to authorise spurious
transactions to malicious third parties or other improper behaviour relating
to a cryptoasset platform could lead to concerns over the security of
cryptoasset platforms, particularly cryptoasset exchanges, and a reduction in
confidence in cryptoassets such as bitcoin, which may negatively affect the
value of the securities which could lead to investors losing some or even all
of their investment in the securities.
Cryptoassets may have concentrated ownership: There are some substantial
holdings of bitcoin in publicly known digital wallets which have not been
involved in transactions on the bitcoin network for a substantial period of
time. It is widely believed in the bitcoin market that the owners of such
digital wallets have lost access to them and/or to corresponding private keys.
Thus, the bitcoin that may be "locked" in such digital wallets are effectively
excluded from circulation. In the event that holdings of bitcoin considered
locked up forever were to enter into circulation, the price of bitcoin might
be negatively affected by the increasing supply, which may reduce the value of
the securities which could lead to investors losing some or even all of their
investment in the securities. Additionally, even if such holdings are not
actually sold but there is an indication that the corresponding private keys
are not lost (by any means, including but not limited to registering any
transaction signed by needed keys, no matter how small and not even
necessarily on the bitcoin network), market expectations with regard to total
supply of bitcoin could change dramatically. This could negatively affect the
price of bitcoin, which may adversely affect the value of the securities and
lead to investors losing some or even all of their investment in the
securities.
Competition from the emergence or growth of other cryptoassets or methods of
investing in Bitcoin or hard forks: Bitcoin was the first cryptoasset to gain
global adoption and critical mass, and as a result, it has a "first to market"
advantage over other cryptoassets. Competition from the emergence or growth of
alternative cryptoassets and smart contracts platforms, such as Ethereum,
Solana, Avalanche, Polkadot or Cardano, could have a negative impact on the
demand for, and price of, bitcoin and thereby adversely affect the value of
the securities which could lead to investors losing some or even all of their
investment in the securities. Hard forks can lead to uncertainties in the
period immediately before and after the fork, which can lead to increased
price volatility of the relevant cryptoasset. To the extent that a fork leads
to the creation of a new cryptoasset, such new cryptoasset may directly
compete with bitcoinIn addition, some cryptoasset networks, including the
Bitcoin network, may be the target of ill will from users of other cryptoasset
networks. For example, Litecoin is the result of a hard fork of bitcoin. Some
users of the Bitcoin network may harbour ill will toward the Litecoin network,
and vice versa. These could negatively impact the use or adoption of the
Bitcoin network, which could result in the price of bitcoin decreasing and may
reduce the value of the securities which could lead to investors losing some
or even all of their investment in the securities. Investors may invest in
bitcoin through means other than the securities, including through direct
investments in bitcoin and other potential financial vehicles, possibly
including securities backed by or linked to bitcoin similar to the securities,
cryptoasset financial vehicles, or bitcoin futures-based products. Market and
financial conditions may make it more attractive to invest in other financial
vehicles or to invest in bitcoin directly, which could limit the market for,
and reduce the liquidity of, the securities. If the risks explained above were
to occur and lead to a reduction in the liquidity and value of the securities,
investors may lose some or even all of their investment in the securities.
Risks relating to the custody and holding of cryptoassets underlying each
series and to the provision of services by the custodian and the prime
execution agent and to stolen or incorrectly transferred bitcoin being
irretrievable: If any relevant Cryptoassets are lost, stolen, damaged or
otherwise compromised in circumstances in which the custodian, the prime
execution agent, another service provider to the Issuer or any other party is
liable to the Issuer for such loss, theft, damage or compromise, the
custodian, the prime execution agent or other responsible party may not have
sufficient resources to fully compensate the Issuer. There is also some legal
uncertainty as to the enforcement of claims in respect of cryptoassets, in
particular in those jurisdictions which have no precedent for the tracing of
and enforcement of claims relating to cryptoassets. A breach of the Issuer's
account at the custodian or the prime execution agent could result in the
partial or total loss of the Issuer's assets, which is likely to result in a
partial or full loss in the value of the securities. Investors could lose some
or even all of their investment in the securities should the risk described
above occur.
Bitcoin transactions are typically not reversible without the consent and
active participation of the recipient of the relevant bitcoin. Once a
transaction has been verified and recorded in a block that is added to the
Bitcoin blockchain, an incorrect transfer or theft of bitcoin generally will
not be reversible and the Issuer may not be capable of, or successful in,
seeking compensation for any such transfer or theft. Although processes and
procedures are in place to seek to ensure that the Issuer's transfers of
bitcoin will be made only to or from the Issuer's accounts at the custodian
and prime execution agent, it is possible that, through computer or human
error, or through theft or criminal action, the Issuer's bitcoin could be
transferred from the Issuer's accounts in incorrect amounts or to unauthorised
third parties, or to uncontrolled accounts. To the extent that the Issuer is
unable to seek or obtain compensation for or correction of such error or
theft, such loss could reduce the Cryptoasset Entitlement and adversely affect
the value of the securities. Depending on the proportion of bitcoin lost and
irrecoverable, and the resulting reduction in the value of the securities,
investors may lose some or even all of their investment in the securities
Issuer call option, early redemption events and events of default: While the
securities for each series are undated, the Issuer may at any time elect to
redeem all the securities of a series and designate an early redemption trade
date for such purposes. In determining whether to issue an Issuer call
redemption notice, the Issuer is not required to have regard to the interests
of securityholders. In addition to the Issuer call redemption event, the
securities of a series may become due and payable in connection with the
occurrence of early redemption events and events of default. Due to the
limited recourse nature of the securities, in the event that the value of the
underlying cryptoassets of the relevant series and other relevant assets and
claims of the Issuer relating to that series (including, without limitation,
claims relating to the trading balance) is insufficient to pay the early
redemption amount, or as the case may be, the principal amount (if elected) to
all securityholders following satisfaction of all priority claims, such
securityholders may not receive payment of the early redemption amount, or as
the case may be, the principal amount (if elected) in full and may receive
substantially less and may potentially receive nothing.
Reductions in Cryptoasset Entitlement: As at the series issue date, the
Cryptoasset Entitlement is equal to the initial Cryptoasset Entitlement.
Thereafter, the Cryptoasset Entitlement is decreased daily at a rate equal to
the portion of the TER applicable to such day. The Cryptoasset Entitlement of
each security will decrease over time as a portion of the TER is applied to
the Cryptoasset Entitlement each day. There can be no assurance that the
performance of the relevant Cryptoasset for a series will exceed the TER
ratio. In addition, the TER may be varied by the Issuer at the request of the
arranger from time to time with, in the case of an increase, at least 30
calendar days' prior notice given to securityholders. An increase in the TER
in respect of a series will reduce the Cryptoasset Entitlement of such series
by more than would have been the case had the TER not been increased. Due to
the TER, the return on the securities may not reflect the return if the
investor had actually owned the relevant Cryptoasset and held such investment
for a similar period. To the extent that the performance of the relevant
Cryptoasset for a series does not exceed its TER, and investors receive less
(net of fees and costs) than the amount they invested, investors may lose some
or even all of their investment in the securities.
Transaction security granted to secure a series of securities may be
unenforceable or enforcement of the transaction security may be delayed: The
Issuer has created security interests with respect to the rights and claims
arising in connection with the prime execution agreement, the custody
agreement, the Issuer's rights, interest and title over the English law
governed transaction documents, the series cash account and the sums held by
the relevant paying agent in favour of the trustee (for itself and the secured
creditors, including the securityholders) as transaction security for the
secured obligations (as described more fully in the conditions and the
relevant security agreements in respect of a series of securities). For
various reasons these security arrangements may not be sufficient to protect
the securityholders in the event of the Issuer's, the custodian's, the account
bank's, the prime execution agent's or another party's bankruptcy or
liquidation. Given the lack of legal certainty of how to take security over
cryptoassets, there is a legal risk that the security interest in respect of
the relevant cryptoassets is not enforceable given it is a cryptoasset and
there could be uncertainties on how to enforce such transaction security.
These risks may further evolve as the applicable law in relation to
cryptoassets develops. In addition, the enforcement of the transaction
security may be delayed or even impossible. Moreover, investors should note
that some of the security interests are not governed by English law, but by
foreign laws. In particular, security in relation to the custody arrangements
will depend on the entity acting as custodian and the relevant security
agreement to be entered into in connection with an individual issuance may be
governed by the laws of Ireland or, depending on the jurisdiction in which the
relevant custodian is located, another jurisdiction. This may make the
enforcement of the security interests more costly and time-consuming. Further,
the security in respect of Issuer's rights in connection with the prime
execution agreement is governed by New York law and the cryptoassets and/or
cash held with the prime execution agent are not segregated from assets held
for other clients of the prime execution agent. This may make enforcement of
such security interest more costly and time-consuming and such security will
only entitle the Issuer to a pro rata share of the cryptoassets and/or cash
the prime execution agent holds on behalf of customers who hold similar
entitlements against the prime execution agent.
Should enforcement of the transaction security be impossible or more costly
and time-consuming than expected, this may adversely impact the recovery of
the cryptoassets underlying the securities and consequently the amounts
available to securityholders which, in turn, may result in investors losing
some or even all of their investment in the securities.
It should also be noted that the trustee will not be responsible to any of the
securityholders for any failure in perfecting or protecting the transaction
security unless directly caused by its negligence or wilful misconduct.
There may be no or only a limited active trading market for the securities:
Although it is intended that application will be made to the London Stock
Exchange for the securities to be admitted to trading on its Main Market,
there is no assurance that an active trading secondary market will develop.
Accordingly, there can be no assurance as to the development or liquidity of
any trading market for the securities. The securities may trade at a discount
to their initial offering price after their initial issuance, depending upon
factors including, without limitation, the market for similar securities,
general economic and market conditions, the financial condition of the Issuer
and the value of the cryptoasset underlying the relevant securities. Should
this occur, Securityholders may not be able to sell securities readily or at
prices that will enable securityholders to realise their anticipated yield.
Section D - Key information on the offer of the securities to the public
and/or the admission to trading on a regulated market
Under which conditions and timetable can I invest in this security?
The conditions and timetable for investing in the securities are set out
below. As at the issue date of the above tranche of securities, there will be
an aggregate amount of 60,395,328 securities of the series in issue.
Purchase of the securities: Only authorised participants may purchase
securities directly from the Issuer in the primary market, and these
securities can either be subscribed for with units of the cryptoasset
(physical subscriptions) or in the case of cash subscriptions (if available),
by payment of an amount in the series currency. Investors who are not
authorised participants may purchase the securities in the secondary market
either (i) from an authorised participant, in compliance with applicable
selling restrictions, (ii) via a stock exchange through their broker or (iii)
from any person over the counter. Flow Traders B.V., Jane Street Financial
Limited and Virtu Financial Ireland Limited have been appointed as initial
Authorised Participants. The offer period will commence not before 17
October 2025 and will be open until the later of (i) the date of expiry of the
Prospectus and (ii) the expiry of the validity of a new base prospectus
immediately succeeding the Prospectus subject to a shortening of the period.
Conditions and technical details of the offer: The offer is not subject to any
conditions or time limits other than the time limit resulting from the
validity of the Prospectus. No minimum or maximum subscription amounts have
been specified, however financial intermediaries (including authorised
participants) offering the securities can determine minimum or maximum
subscription amounts when offering the securities in their sole and absolute
discretion. In the secondary market securities can be purchased by retail
investors exclusively with the relevant legal tender.
Method of determination of the issue price and subscription settlement amount:
Each series of securities will be issued at an issue price determined by the
Issuer which is stated in the relevant final terms. The subscription
settlement amount at which authorised participants may subscribe for the
securities from the Issuer is equal to the product of the Cryptoasset
Entitlement (in kind or (if at the relevant time the Issuer is accepting cash
subscriptions) in cash) for the relevant subscription trade date and the
aggregate number of securities to be issued pursuant to the relevant
subscription order. The Cryptoasset Entitlement will be determined pursuant to
the following formula:
CEt = CEt-1 x (1-TERt)1N
Where:
"CE(t)" means the Cryptoasset Entitlement in respect of the relevant day;
"CE(t-1)" means the Cryptoasset Entitlement in respect of the immediately
preceding day;
"TER(t)" means the Total Expense Ratio as at the relevant day in respect of
the relevant series, expressed as a decimal; and
"N" means 365 (or 366 in a leap year).
As at the series issue date, the Cryptoasset Entitlement was BTC 0.0001 per
security.
Expenses: The subscription fee per subscription order chargeable to authorised
participants as at the series issue date is USD 1,300. The Issuer has no
influence on whether and to what extent the respective authorised participant
will charge fees over and above the subscription fee and these fees may vary
depending on the authorised participant.
Who is the offeror and/or the person asking for admission to trading?
It has been agreed that, on or after the issue date of the securities, the
authorised participants may subscribe for and purchase securities from the
Issuer and such securities may subsequently be sold by such authorised
participants in the United Kingdom. Any person offering, selling or
recommending the securities shall comply with all applicable laws and
regulations in each country or jurisdiction in which it purchases, offers,
sells or delivers securities or possesses, distributes or publishes the
Prospectus or any other offering material relating to the securities.
Why is this prospectus being produced?
The reason for the issue of securities under the programme is primarily to
finance the general business development of the Issuer, to invest in
cryptoasset to hedge the obligations under the securities and to make profits.
Authorised participants may purchase securities directly from the Issuer in
the primary market, and these securities can either be subscribed for with
units of the cryptoasset (physical subscriptions) or in the case of cash
subscriptions (if available), by payment of an amount in the series currency.
Assuming that a total of 10,000 securities are issued, the net proceeds for
such issuance is 1 bitcoin (based on the Cryptoasset Entitlement as at the
series issue date). The offer is not subject to any underwriting agreements on
a firm commitment basis.
1 (#_ftnref1) This is when prices of an asset become unjustifiably inflated
with an increased risk of a sudden decline in prices once the bubble ends.
2 (#_ftnref2) These are very sudden falls in the price of an asset.
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