What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-12 compared with 2024-08-09 · 70 added, 66 removed, 126 unchanged (52% of the section changed)

4 unchanged sentences

This Form 10-Q contains

“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended, and such forward-looking statements involve risks and uncertainties.

All statements

(other than statements of historical fact) included in this Form 10-Q that address activities, events or developments that may occur in

the future, the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar

matters are forward-looking statements.

Words such as “could,” “would,” “may,” “expect,”

“intend,” “estimate,” “predict,” and variations on such words or negatives thereof, and similar expressions

that reflect our current views with respect to future events and Trust performance, are intended to identify such forward-looking statements.

These forward-looking statements are only predictions, subject to risks and uncertainties that are difficult to predict and many of which

are outside of our control, and actual results could differ materially from those discussed.

Forward-looking statements involve risks

and uncertainties that could cause actual results or outcomes to differ materially from those expressed therein.

We express our estimates,

expectations, beliefs, and projections in good faith and believe them to have a reasonable basis.

However, we make no assurances that

management’s estimates, expectations, beliefs, or projections will be achieved or accomplished.

These forward-looking statements

are based on assumptions about many important factors that could cause actual results to differ materially from those in the forward-looking

We do not intend to update any forward-looking statements even if new information becomes available or other events occur

in the future, except as required by the federal securities law s.

“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements involve risks and

uncertainties.

All statements (other than statements of historical fact) included in this Form 10-Q that address activities, events or

developments that may occur in the future, the Trust’s operations, the Sponsor’s plans and references to the Trust’s

future success and other similar matters are forward-looking statements.

Words such as “could,” “would,” “may,”

“expect,” “intend,” “estimate,” “predict,” and variations on such words or negatives

thereof, and similar expressions that reflect our current views with respect to future events and Trust performance, are intended to

identify such forward-looking statements.

These forward-looking statements are only predictions, subject to risks and uncertainties that

are difficult to predict and many of which are outside of our control, and actual results could differ materially from those discussed.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those

expressed therein.

We express our estimates, expectations, beliefs, and projections in good faith and believe them to have a reasonable

However, we make no assurances that management’s estimates, expectations, beliefs, or projections will be achieved or accomplished.

These forward-looking statements are based on assumptions about many important factors that could cause actual results to differ materially

from those in the forward-looking statements.

We do not intend to update any forward-looking statements even if new information becomes

available or other events occur in the future, except as required by the federal securities laws.

Organization and Trust Overview

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The Index is designed to reflect the performance of bitcoin in U.S.

to achieve its investment objective, the Trust holds bitcoin at its Custodian and values its Shares daily based on the Index.

to achieve its investment objective, the Trust holds bitcoin at its Custodians and values its Shares daily based on the Index.

is a passive investment vehicle and is not a leveraged product.

10 unchanged sentences

performed under the Trust Agreement.

The Sponsor agreed to waive the entire Sponsor Fee for (i) a six-month period which commenced on January 11, 2024 (the day the Trust's

Shares were initially listed on the Exchange), or (ii) the first $1 billion of Trust assets, whichever came first.

The Trust assets exceeded

$1 billion prior to the end of the six month period, at which time the waiver period ended.

The Sponsor agreed to waive the entire Sponsor Fee for (i) a nine-month period which commenced on

January 11, 2024 (the day the Trust’s Shares were initially listed on the Exchange), or (ii) the first $1 billion of Trust assets,

whichever came first.

The Trust assets exceeded $1 billion prior to the end of the nine-month period, at which time the waiver period

The Trust is an “emerging

growth company” as that term is used in the Securities Act of 1933, as amended (the “Securities Act”), and, as such,

the Trust may elect to comply with certain reduced public company reporting requirements.

growth company” as that term is used in the Securities Act and, as such, the Trust may elect to comply with certain reduced public

company reporting requirements.

The NAV of the Trust is used

43 unchanged sentences

that bitcoin is sold in its principal market to market participants (or in the absence of a principal market, the most advantageous market).

The Trust utilizes an exchange traded price from the Trust's principal market for bitcoin as of 4:00 p.m.

ET on the Trust's financial

statement measurement date.

Results of Operations

For the Three Months ending on June 30, 2024*

The Trust’s net asset

value decreased from $3,160,033,182 on March 31, 2024 to $2,849,574,261 on June 30, 2024.

The decrease in the Trust’s net asset

value resulted primarily from a decrease in bitcoin price of 12.48% (from $70,761.62 per bitcoin as of March 31, 2024 to $61,929.29 per

bitcoin as of June 30, 2024) and an increase of number of shares outstanding from 44,670,000 on March 31 2024 to 46,500,000 on June 30,

The Trust’s net decrease

in net assets resulting from operations for the quarter ended June 30, 2024 was $(409,214,298).

This number is largely the result of a

change in unrealized depreciation on investment in bitcoin of $(543,310,275), which was partially offset by a realized gain of $327,388

on the sale of bitcoin for purposes of distributing to the Sponsor as the Sponsor’s fee and, net realized gain on investment in

bitcoin sold for redemptions of $135,324,029.

The Trust utilizes an

exchange traded price from the Trust’s principal market for bitcoin as of 4:00 p.m.

ET on the Trust’s financial statement

measurement date.

Results of Operations (Amounts in

thousands, except Price of bitcoin and Shares outstanding)

For the Three Months ended on September 30,

The Trust’s net

asset value increased from $2,849,575 on June 30, 2024 to $3,206,095 on September 30, 2024.

The increase in the Trust’s net

asset value resulted primarily from an increase in bitcoin price of 2.48% (from $61,929.29 per bitcoin as of June 30, 2024 to

$63,464.76 per bitcoin as of September 30, 2024) and an increase of number of shares outstanding from 46,050,000 on June 30, 2024 to

50,585,000 on September 30, 2024.

The Trust’s net

increase in net assets resulting from operations for the quarter ended September 30, 2024 was $46,097.

This number is largely the

result of a realized gain of $83 on the sale of bitcoin for purposes of distributing to the Sponsor as the Sponsor’s fee and,

net realized gain on investment in bitcoin sold for redemptions of $53,132 partially offset by a change in unrealized depreciation

on investment in bitcoin of $(5,609).

The Trust expenses for the quarter were $1,509, relating to the Sponsor’s fees.

For the Six Months ending June 30, 2024*

The Trust’s net asset

value increased from $100 on December 31, 2023 to $2,849,574,261 on June 30, 2024.

The increase in the Trust’s net asset value resulted

primarily from an increase in the price of bitcoin of 32.70% (from $46,666.89 per bitcoin on January 11, 2024 to $61,929.29 per bitcoin

on June 30, 2024) and a net increase in the number of shares outstanding of 46,049,998 from December 31, 2023 to June 30, 2024.

For the Nine Months Ended September 30, 2024

The Trust’s net

asset value increased from $- 1 on December 31, 2023 to $3,206,095 on September 30, 2024.

The increase in the

Trust’s net asset value resulted primarily from an increase in the price of bitcoin of 36% (from $46,666.89 per bitcoin on

January 11, 2024 to $63,464.76 per bitcoin on September 30, 2024) and a net increase in the number of shares outstanding of

50,584,998 from December 31, 2023 to September 30, 2024.

The Trust’s net increase

in net assets resulting from operations for the six months ended June 30, 2024 was $435,395,046.

This was the result of a change in unrealized

depreciation on investment in bitcoin of $302,012,012, a net realized gain of $327,388 on the sale of bitcoins for purposes of distributing

in net assets resulting from operations for the nine months ended September 30, 2024 was $481,493.

This was the result of a change in

unrealized appreciation on investment in bitcoin of $296,403, a net realized gain of $410, on the sale of bitcoins for purposes of distributing

to the Sponsor as the Sponsor’s fee, and net realized gain on investment in bitcoin sold for redemptions of $188,372.

The Trust expenses for the six month period were $2,183,099, relating to the Sponsor’s fees.

* No prior year comparative period has been provided as

this is the first year of the Trust’s operations.

expenses for the nine-month period were $3,692, relating to the Sponsor’s fees.

* No prior year comparative period has been provided as this

is the first year of the Trust’s operations.

1 Amount rounds to less than $1,000.

Liquidity and Capital Resources

3 unchanged sentences

of the Trust.

The Sponsor agreed to waive the entire Sponsor Fee for (i) a six-month period which commenced on January 11, 2024 (the day the Trust's

Shares were initially listed on the Exchange), or (ii) the first $1 billion of Trust assets, whichever came first.

The Trust assets exceeded

$1 billion prior to the end of the six month period, at which time the waiver period ended.

for the Sponsor’s fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Trust, including but not

limited to the following:

fees charged by the Sub-Adviser, Administrator, the Custodians, Transfer Agent and the Trustee, the Marketing

Fee, Cboe BZX Exchange listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing

costs, website fees, tax reporting fees, audit fees, license fees and expenses, up to $100,000 per annum in ordinary legal fees and expenses.

The Sponsor bears expenses in connection with the Trust’s organization and initial offering costs.

The Sponsor agreed to waive the entire Sponsor Fee for (i) a six-month period which commenced on January 11, 2024 (the day

the Trust’s Shares were initially listed on the Exchange), or (ii) the first $1 billion of Trust assets, whichever came first.

Trust assets exceeded $1 billion prior to the end of the six month period, at which time the waiver period ended.

In exchange for the

Sponsor’s fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Trust, including but not limited

to the following:

fees charged by the Sub-Adviser, Administrator, the Custodians, Transfer Agent and the Trustee, the Marketing Fee, Cboe

BZX Exchange listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing costs, website

fees, tax reporting fees, audit fees, license fees and expenses, up to $100,000 per annum in ordinary legal fees and expenses.

bears expenses in connection with the Trust’s organization and initial offering costs.

The Sponsor is not required

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis