Truth Social pulls bitcoin ETF filings to pursue ’40 Act

Truth Social filed to withdraw two Form S-1 registration statements for proposed exchange-traded funds — the Truth Social Bitcoin ETF and the Truth Social Bitcoin & Ethereum ETF — with the Securities and Exchange Commission on Monday. Both registration statements were originally filed in June 2025. The company's filing to the SEC said, “The Company has determined to withdraw the Registration Statement and not to pursue the public offering at this time.”\n\nYorkville America, the sponsor and investment adviser for the funds, said it will pursue an investment fund structure under the Investment Company Act of 1940, often called the '40 Act. Yorkville's president, Steve Neamtz, said the '40 Act framework allows more differentiated investment strategies than registration under the Securities Act of 1933. The firm listed benefits including enhanced investor protections, greater accessibility, improved tax efficiency and increased transparency.\n\nThe Securities Act of 1933 governs initial offerings and public sales of securities. The Investment Company Act of 1940 regulates the structure, operations and governance of investment companies.\n\nAn industry analyst suggested competition in the spot bitcoin ETF market may have influenced the decision. He pointed to a recent low-fee bitcoin fund that launched with a 14-basis-point fee and has drawn more than $230 million in inflows.\n\nRegulators approved spot bitcoin ETFs in the U.S. in January 2024. Since then the category has collected more than $57.7 billion in inflows. Truth Social's S-1 filings had encountered delays during the SEC review; withdrawing them ends the S-1 route but leaves open the possibility of a later offering or registration under the '40 Act.\n\nApproval of a Truth Social-branded fund would have been another public crypto-related initiative linked to former President Donald Trump, whose recent activities in the space include involvement with memecoins and a decentralized finance project called World Liberty Financial. Yorkville framed the withdrawal as a change in product design rather than a permanent exit from the ETF market.