OK, how did we go from Gov Shutdown (probably) means no ETFs to ETFs coming tomorrow? A break it down thread. First, Bitwise now has all five green check marks ✅ below.
This is not accurate. The exchange hasn’t certified the 8-a and 21Shares hasn’t pulled their delaying amendment. For an ETF to launch, you need: - 19b-4 (✅ via GLS) - Trading rules letter (✅ via GLS) - S-1 effectiveness (accelerated or via automatic effectiveness) - 8-A filing (✅ for Bitwise and 21, maybe more) - 8-A acceptance certification by the listing exchange For S-1s, Bitwise was first to pull delaying amendment on 10/8. Most haven’t pulled it yet. Exchanges will certify the 8-A right before listing and may or may not wait for SEC acceleration.
To launch, you need: Under the '33 Act ✅ Effective Registration Statement on Form S-1 Under the '34 Act ✅ 19b-4 Approval (obviated by CBTS Generic Listing Standards (GLS)) ✅ Trading Rules Letter (obviated by GLS) ✅ Filed Registration Statement on Form 8-A The 5th?
The 5th ✅ is an Exchange has to be willing to certify your 8-A and actually let you launch. Here's the crux we weren't sure on. As a 15 year exotic ETP lawyer, I can tell you this is a little uncharted waters. '33 Act Section 8(a) says an S-1 goes auto-effective in 20 days
I laid this out in the original breakdown below. To keep an S-1 from going auto-effective, issuers file what's called a delaying amendment that prevents the S-1 from going auto-effective and allows the SEC to decide when to accelerate effectiveness.
There’s some confusion around the SEC and spot ETPs. Quick update for folks —> Basically we’re waiting on the government to reopen (probably). Litecoin 19b4 deadline was Oct 2. Solana 19b4 deadline was Oct 10. Those (as well as for XRP, BCH and AVAX, etc) were obviated by the Generic Listing Standards (GLS). Technically, the 19b4s still stand on their own and became automatically effective; however, the Exchanges will eventually list these based on the GLS. But the 19b4 isn’t the only process. It’s the one that prior commissions used to block these products; however, you also need to register under the 1933 Act (the S-1s) and the 1934 Act (the 8-As). Generally speaking, an S-1 is taken effective by SEC Corp Fin acceleration and filed S-1s include a “delaying amendment” that prevents the S-1 from going effective automatically. The SEC staff that reviews these products has been furloughed, meaning that new registration statements are slowed down and would wait until government opens up. The more conservative estimate for SOL ETPs is within a week of government opening up again. Technically, the issuers can remove the delaying amendment and go effective within 20 days of filing pursuant to 1933 Act Sec 8(a). Some IPO issuers and a handful of crypto ETPs (including Canary LTC, Bitwise SOL and Grayscale SOL) have pulled their delaying amendment; however, that doesn’t guarantee that they will launch ~Halloween (after the 20 day period runs). You also need to file your Form 8-A and the exchange has to notice their 8a-12b to register under the 1934 Act. We don’t know if the NYSE Arca, CBOE BZX and NASDAQ will push forward and allow these product to list without the SEC action on acceleration of effectiveness. But the long and the short of it is that several SOL ETPs, LTC ETPs, etc are lined up to launch ASAP once a resolution comes either from government reopening or the Exchanges deciding to list an otherwise timeline cleared product. So the TLDR, ignore the October 19b-4 deadlines. They are NOT launch deadlines but SRO Rule deadlines and all those rule proposals were cleared by the Generic Listing Standards (for crypto assets that don’t yet qualify for GLS, their 19b4s are still pending).
For 1940 Act ETFs, this is the frustrating BXT amendment filing, but in 1933 Act land, you just say "don't take this effective".
This allows the SEC to go through all their comments and filers to get their exhibits and completed filings in. On Oct 8, Bitwise was the first to file SOL without a delaying amendment. Their filing was complete with comments all done & an auto-effective date of Oct 27 5PM.
But then came the waiting game. Would the exchanges list products that were not taken effective through SEC acceleration. This is not a legal question -- these products are fully legally processed -- it's a question of practice and norms.
The NYSE has determined that they are pleased to list Bitwise Staking Solana ETF, and the NASDAQ is doing the same for Canary Litecoin and Canary HBAR. As a result, BSOL will trade on NYSE tomorrow and LTCC and HBR will trade on NASDAQ.
Grayscale Solana Trust filed an S-1 that will go effective tomorrow night, but they haven't yet filed an 8-A and may not be ready to go on Wednesday as they don't have the 8-A related checks ✅.
So, in sum, the avenue from toward a SOL spot ETF looks like it's here. Congrats to the @BitwiseInvest Team and the @CanaryFunds Squad.
Also, goes without saying, this stuff is really complicated. If you want reliable news on ETPs, I suggest following @EricBalchunas @JSeyff @SGJohnsson.
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