Yorkville Withdraws Truth Social ETF Filings, Moves to 1940 Act

Yorkville America Equities withdrew registration statements with the Securities and Exchange Commission on May 19 for three Truth Social-branded crypto ETFs: a Bitcoin ETF, a Bitcoin & Ethereum ETF and a Crypto Blue Chip ETF. The firm said it will refile the products under the Investment Company Act of 1940.

The registrations were originally filed between June and July 2025 and were withdrawn under SEC Rule 477(a). Yorkville also invoked Rule 457(p) to request that any filing fees already paid be credited toward future submissions. The company noted none of the registration statements had been declared effective and no securities were sold under them.

Yorkville said it will shift product development into the 1940 Act framework to pursue ETF strategies it finds more compelling. In its filing, President Steve Neamtz wrote, “Yorkville America is not stepping back — we are stepping forward with a stronger product platform.” The filing described the 1940 Act route as offering stronger investor protections, greater operational flexibility and broader access to institutional distribution channels.

A market analyst, James Seyffart, questioned the stated rationale in a post on X. He wrote that the regulatory difference between a 33 Act exchange-traded product and a 40 Act ETF is well known and suggested competition in the market is a more likely reason for the change. Seyffart pointed to a recently launched spot Bitcoin ETF that entered the market with a 14-basis-point fee and said Yorkville may be planning to pursue more differentiated crypto strategies in a 1940 Act structure.

The withdrawals pause Truth Social-branded plans for spot Bitcoin and Ethereum ETFs while Yorkville refocuses on the 1940 Act path. The company did not provide a timetable for refiling or for launching similar crypto-focused products under the new framework.

By moving to the Investment Company Act of 1940, Yorkville would adopt a structure used by many large asset managers for ETFs. That framework typically involves standardized governance, additional oversight requirements and a pathway to institutional distribution, though the filing did not specify product features or timing for a relaunch.