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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 12, 2025
ARK 21SHARES BITCOIN ETF
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41910 |
|
87-6497023 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
477 Madison Avenue, 6th Floor
New York, New York |
|
10022 |
| (Address of principal executive offices) |
|
(zip code) |
Registrant’s telephone number, including
area code: (646) 370-6016
(Former Name or Former Address, if Changed Since
Last Report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Exchange Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares of Beneficial Interest of ARK 21Shares Bitcoin ETF |
|
ARKB |
|
Cboe BZX Exchange, Inc. |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Custodial Services Agreement
On December 12, 2025, ARK 21Shares Bitcoin ETF
(the “Trust”) entered into a new custodial services agreement (the “Custodial Services Agreement”) with BitGo
Trust Company, Inc., a South Dakota trust company (“BitGo”). Pursuant to the Custodial Services Agreement, BitGo will establish
and maintain one or more segregated custody accounts, controlled and secured by BitGo, on its books for the receipt, safekeeping, and
maintenance of the Trust’s bitcoin holdings. The Custodial Services Agreement requires the Trust to indemnify BitGo and certain
of its affiliates and services providers in certain situations, including against certain losses arising or related to the Trust’s
use of the services, breach of the Custodial Services Agreement or violation of applicable law. The Custodial Services Agreement also
requires BitGo to maintain reasonable insurance policies and coverage. The Custodial Services Agreement commenced on December 12, 2025,
and will continue for one year, unless earlier terminated in accordance with its terms or if either party notifies the other of its intention
not to renew at least 30 days prior to the expiration of the then-current term. After the initial term, the Custodial Services Agreement
will automatically renew for successive one-year periods, unless either party notifies the other of its intention not to renew with prior
notice.
The sponsor of the Trust, 21Shares US LLC (the
“Sponsor”), expects to utilize BitGo’s services to custody a portion of the Trust’s bitcoin beginning on or about
the date of the Custodial Services Agreement.
The Trust’s existing custody arrangements
with Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A. and BitGo New York Trust Company, LLC (each a “Custodian”
and together, the “Custodians”) are unaffected by the entry into the Custodial Services Agreement. The Sponsor anticipates
utilizing the custodial services of each of the Custodians to provide custodial services for the Trust’s bitcoin.
The Sponsor will allocate the Trust’s bitcoin
among the Custodians. In determining the amount and percentage of the Trust’s bitcoin to allocate to each Custodian, the Sponsor
will consider (i) the concentration of the Trust’s bitcoin at each Custodian, (ii) the Sponsor’s assessment of the safety
and security policies and procedures of each Custodian, (iii) the insurance policies of each Custodian, (iv) the fees and expenses associated
with the storage of the Trust’s bitcoin at each Custodian, (v) the fees and expenses associated with the transfer to or from the
accounts at each Custodian, and (vi) any other factor the Sponsor deems relevant in making the allocation determination. The Sponsor does
not intend to disclose the amount or percentage of the Trust’s bitcoin held at any of the Custodians, and the Sponsor may change
the allocation between the Custodians at any time in its sole discretion and without notice to shareholders of the Trust (the “Shareholders”).
The fees and expenses associated with the transfer of bitcoin between the accounts at each Custodian will be borne by the Sponsor, not
the Trust or the Shareholders. Transfers of bitcoin between the accounts at each Custodian will generally occur “on-chain”
over the Bitcoin network. On-chain transactions are subject to all of the risks of the Bitcoin network, including the risk that transactions
will be made erroneously and are generally irreversible.
The foregoing description is a summary, and does
not purport to be a complete description, of the Custodial Services Agreement, and is qualified in its entirety by reference to the Custodial
Services Agreement, dated December 12, 2025, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Authorized Participant Agreement
On December 16, 2025, the Trust entered into a
new authorized participant agreement (the “Authorized Participant Agreement”) with Macquarie Capital (USA) Inc. (“Macquarie”),
pursuant to which Macquarie has agreed to act as an authorized participant of the Trust. The Authorized Participant Agreement provides
the procedures for the creation and redemption of blocks of 5,000 shares (“Baskets”) and for the delivery of the bitcoin required
for such creation and redemption. The Authorized Participant Agreement differs from the Trust’s agreements with other authorized
participants in that it allows for in-kind creation and redemption orders. In connection with each order by Macquarie to create or redeem
one or more Baskets, unless waived by the Sponsor, the Sponsor shall charge a transaction fee. The Authorized Participant Agreement may
be amended as mutually agreed by the parties, without the consent of any Shareholder. The procedures governing the order entry system
may be amended by the Trust without the consent of Macquarie or any Shareholder. The Authorized Participant Agreement requires the Trust
to indemnify Macquarie and certain of its affiliates in certain situations, including against certain losses arising or related to untrue
or alleged untrue statements of material fact under the Registration Statement and Prospectus (as defined therein), breach of the Authorized
Participant Agreement or violation of applicable law. The Authorized Participant Agreement continues indefinitely, unless earlier terminated
in accordance with its terms.
The foregoing description is a summary, and does
not purport to be a complete description, of the Authorized Participant Agreement, and is qualified in its entirety by reference to the
Form of Master Authorized Participant Agreement, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
BitGo Custodial Services Agreement. |
| 10.2 |
|
Form of Master Authorized Participant Agreement. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 18, 2025 |
ARK 21SHARES BITCOIN ETF |
| |
|
| |
21Shares US LLC, as Sponsor of ARK 21Shares Bitcoin ETF |
| |
|
| |
By: |
/s/ Duncan Moir |
| |
Name |
Duncan Moir |
| |
Title: |
President |
