On October 30, 2019, a panel of the Ontario Securities Commission (OSC) released a decision that will allow 3iQ Corp (3iQ), a Canadian investment manager, to offer the world’s first publicly traded bitcoin investment fund.
Since late 2016, 3iQ had been developing The Bitcoin Fund (the Fund), a proposed non-redeemable investment fund that would invest substantially all of its assets in bitcoin. However, in February 2019, the Director of the OSC’s Investment Funds and Structured Products (IFSP) Branch issued a decision accepting IFSP Staff’s recommendation not to issue a receipt for the Fund’s preliminary prospectus. 3iQ accordingly exercised its right to seek a hearing and review of the Director’s decision before a Panel of the OSC.
In reaching its decision, the OSC Panel considered evidence regarding market integrity concerns surrounding cryptoassets, the custody and safeguarding of bitcoin, and the auditing of financial statements of issuers that hold cryptoassets. The OSC Panel distinguished decisions by the U.S. Securities and Exchange Commission (SEC), which has to date declined applications for the listing of bitcoin exchange traded funds (ETFs). In approving the issuance of receipt for the Fund’s prospectus, the Panel upheld a core principle of Canada’s securities laws – namely, it is not the role of securities regulators to approve or disapprove the merits of the securities being offered to the public.
On April 9, 2020, 3iQ announced the completion of The Bitcoin Fund’s initial public offering of units and its merger with 3iQ Bitcoin Trust for total proceeds of approximately US$14 million. The class A units are traded on the Toronto Stock Exchange under the symbol QBTC.U. In May and June 2020, The Bitcoin Fund completed two unit offerings with total gross proceeds of US$48 million and US$10 million, respectively.
Chris Naudie, Evan Thomas (Litigation) and Lori Stein (Corporate) represented 3iQ and The Bitcoin Fund at the hearing and review before the OSC Panel. Andrew Aziz and Lori Stein (Corporate) acted as issuer’s counsel for the initial public offering and two subsequent offerings of The Bitcoin Fund.
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