Item 1. Financial Statements
Item 1. Financial Statements (Unaudited)
ARK 21Shares
Bitcoin ETF
STATEMENTS OF ASSETS AND LIABILITIES
(Amounts in thousands, except Share and per
Share amounts)
September 30,
2025
December 31,
2024
Assets
(Unaudited)
Investment in bitcoin, at fair value (cost $ 4,002,365 , and $ 3,077,870 , respectively)
$ 5,093,058
$ 4,352,648
Bitcoin sold receivable
–
11,227
Capital shares receivable
105,806
–
Total assets
5,198,864
4,363,875
Liabilities
Bitcoin purchased payable
$ 105,806
$ -
Capital shares payable
–
11,229
Sponsor fee payable
124
358
Total liabilities
105,930
11,587
Commitments and contingent liabilities (Note 9)
Net assets
$ 5,092,934
$ 4,352,288
Net assets consists of
Paid-in-capital
$ 2,273,506
$ 2,460,639
Accumulated earnings
2,819,428
1,891,649
$ 5,092,934
$ 4,352,288
Shares issued and outstanding, no par value, unlimited amount authorized
134,040,000
140,070,000 #
Net asset value per share
$ 38.00
$ 31.07 #
# On June 13, 2025, there was a 3-for-1 share split. Historical
shares outstanding and net asset value per share have been adjusted to reflect the 3-for-1 share split on a retroactive basis.
The accompanying notes are an integral part of the financial
statements.
1
ARK 21Shares
Bitcoin ETF
SCHEDULES OF INVESTMENT
(Amounts in thousands, except quantity of bitcoin
and percentages)
September 30, 2025 (Unaudited)
Quantity of
Bitcoin
Cost
Fair Value
% of Net Assets
Investment in bitcoin
44,528.1082
$ 4,002,365
$ 5,093,058
100 .00
%
Total investments
44,528.1082
$ 4,002,365
$ 5,093,058
100 .00
%
Liabilities in excess of other assets
( 124 )
-
%
Net assets
$ 5,092,934
100.00 %
December 31, 2024
Quantity of
Bitcoin
Cost
Fair Value
% of Net Assets
Investment in bitcoin
46,607.1028
$ 3,077,870
$ 4,352,648
100 .01
%
Total investments
46,607.1028
$ 3,077,870
$ 4,352,648
100 .01
%
Liabilities in excess of other assets
( 360 )
(0 .01
)%
Net assets
$ 4,352,288
100.00 %
The accompanying
notes are an integral part of the financial statements.
2
ARK
21Shares Bitcoin ETF
STATEMENTS OF OPERATIONS
(Amounts in thousands)
For the
three months
ended
September 30,
2025
For the
three months
ended
September 30,
2024
For the
nine months
ended
September 30,
2025
For the
nine months
ended
September 30,
2024
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Expenses
Sponsor fee
$ 2,773
$ 1,509
$ 7,584
$ 3,785
Total expenses
2,773
1,509
7,584
3,785
Less waiver and reimbursement
–
–
–
( 93 )
Net expenses
2,773
1,509
7,584
3,692
Net investment loss
( 2,773 )
( 1,509 )
$ ( 7,584 )
$ ( 3,692 )
Realized and change in unrealized gain (loss)
Net realized gain on investment in bitcoin sold to pay Sponsor fee
666
83
1,795
410
Net realized gain on investment in bitcoin sold for redemptions
456,495
53,132
1,117,653
188,372
Net change in unrealized appreciation (depreciation) on investment in bitcoin
( 136,721 )
( 5,609 )
( 184,085 )
296,403
Net realized and change in unrealized gain
320,440
47,606
935,363
485,185
Net increase in net assets resulting from operations
$ 317,667
$ 46,097
$ 927,779
$ 481,493
The accompanying notes are an integral part
of the financial statements.
3
ARK
21Shares Bitcoin ETF
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in thousands,
except change in Shares issued and redeemed)
For the
three months
ended
September 30,
2025
For the
three months
ended
September 30,
2024
For the
nine months
ended
September 30,
2025
For the
nine months
ended
September 30,
2024
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Net assets, beginning of period
$ 5,034,361
$ 2,849,575
$ 4,352,288
$ – 1
Contributions for Shares issued
1,569,425
1,099,446
4,859,069
4,291,122
Distributions for Shares redeemed
( 1,828,519 )
( 789,023 )
( 5,046,202 )
( 1,566,520 )
Net investment loss
( 2,773 )
( 1,509 )
( 7,584 )
( 3,692 )
Net realized gain on investment in bitcoin sold to pay Sponsor fee
666
83
1,795
410
Net realized gain on investment in bitcoin sold for redemptions
456,495
53,132
1,117,653
188,372
Net change in unrealized depreciation on investment in bitcoin
( 136,721 )
( 5,609 )
( 184,085 )
296,403
Net assets, end of period
$ 5,092,934
$ 3,206,095
$ 5,092,934
$ 3,206,095
Shares issued and redeemed
Shares issued
41,605,000
52,905,000 #
144,640,000
226,875,000 #
Shares redeemed
( 48,135,000 )
( 39,300,000 )#
( 150,670,000 )
( 75,120,006 )#
Net increase (decrease) in Shares issued and outstanding
( 6,530,000 )
13,605,000
( 6,030,000 )
151,754,994
# On June 13, 2025, there was a 3-for-1 share split. Historical
shares outstanding and net asset value per share have been adjusted to reflect the 3-for-1 share split on a retroactive basis.
1 Amount rounds to less than $1,000.
See Note 1 to the Unaudited Notes to Financial Statements.
The accompanying notes are an integral part
of the financial statements.
4
ARK 21Shares
Bitcoin ETF
Notes to
Financial Statements (Unaudited)
1. Organization
The ARK 21Shares Bitcoin ETF
(the “Trust”) is a Delaware statutory trust, formed on June 22, 2021 , pursuant to the Delaware Statutory Trust Act (“DSTA”).
The Trust operates pursuant to an Amended and Restated Trust Agreement (the “Trust Agreement”). CSC Delaware Trust Company,
a Delaware trust company, is the trustee of the Trust (the “Trustee”). The Trust is managed and controlled by 21Shares US
LLC (the “Sponsor”). The Sponsor is a limited liability company formed in the state of Delaware on June 16, 2021, and is a
wholly owned subsidiary of Jura Pentium Inc., whose ultimate parent company is 21co Holdings Limited (formerly known as Amun Holdings
Limited). Coinbase Custody Trust Company, LLC (“Coinbase”), BitGo New York Trust Company, LLC (“BitGo”), and Anchorage
Digital Bank N.A. (“Anchorage”, and, together with Coinbase and BitGo, as the context may require, the “Custodian”,
“Custodians” and each a “Custodian”) are the custodians for the Trust and hold all of the Trust’s bitcoin
on the Trust’s behalf. The transfer agent (the “Transfer Agent”), the administrator for the Trust (the “Administrator”),
and the cash custodian (the “Cash Custodian”), is Bank of New York Mellon.
The Trust is an exchange-traded
fund that issues common units of beneficial interest (the “Shares”) representing fractional undivided beneficial interests
in its net assets that trade on the Cboe BZX Exchange, Inc. (the “Exchange”). The Shares were listed for trading on the Exchange
on January 11, 2024, under the ticker symbol “ARKB”.
The Trust’s investment
objective is to seek to track the performance of bitcoin, as measured by the performance of the CME CF Bitcoin Reference Rate—New
York Variant (the “Index”), adjusted for the Trust’s expenses and other liabilities. CF Benchmarks Ltd. is the administrator
for the Index (the “Index Provider”). The Index is designed to reflect the performance of bitcoin in U.S. dollars. In seeking
to achieve its investment objective, the Trust holds bitcoin at its Custodians and values its Shares daily based on the Index.
ARK Investment Management
LLC (the “Sub-Adviser”) is the sub-adviser of the Trust and provides assistance in the marketing of the Shares. The Trust’s
Shares are neither interests in nor obligations of the Sponsor, the Sub-Adviser, or the Trustee.
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.
On December 12, 2023, the
Sponsor, in its capacity as Seed Capital Investor, subject to conditions, purchased the initial Seed Creation Baskets comprising two Shares
at a per-Share price of $ 50.00 , as described in “Seed Capital Investor.” Total proceeds to the Trust from the sale of these
Initial Seed Shares were $ 100 . Delivery of the Seed Shares was made on December 12, 2023. These Seed Shares were redeemed for cash on
or about January 5, 2024.
On January 9, 2024 (the “Seed
Capital Purchase Date”), the Seed Capital Investor purchased Seed Creation Baskets comprising 10,000 Shares (the “Initial
Seed Creation Baskets”) at a per-share price of $ 46.88 . Total proceeds to the Trust from the sale of the Seed Creation Baskets were
$ 468,806.44 . On January 9, 2024, the Trust purchased 10 bitcoins with the proceeds of the Seed Creation Baskets by transacting with a
bitcoin counterparty, which is a designated third party who is not an Authorized Participant (as defined below) but who may be an affiliate
of an Authorized Participant and with whom the Sponsor has entered into an agreement on behalf of the Trust (a “Trading Counterparty”), to acquire bitcoin on behalf of the Trust in exchange for cash provided by the Sponsor in its capacity as Seed Capital
Investor. These Seed Creation Baskets were redeemed for cash on or about January 19, 2024.
On June 2, 2025, the Trust
announced that the Sponsor approved a three (3)-for-one (1) share split (the “Share Split”) of all of the Trust’s outstanding
Shares In connection with the Share Split, every one Share that was held by the Trust’s beneficial owners (the “Record Holders”)
at the close of business on June 12, 2025, automatically split into three Shares after market close on June 13, 2025. The Share Split
became effective at market open on June 16, 2025. Following the Share Split, the Shares continued to trade under the ticker symbol
“ARKB” under the same CUSIP, and the total net asset value (“NAV”) of the Trust did not change as a result of
the Share Split. In addition, each Record Holder continued to hold the same percentage of the Trust’s outstanding Shares as
held immediately prior to the Share Split, and the Share Split did not modify the rights or preferences of the Shares. The investment
objective, strategy, and underlying holdings of the Trust remained unchanged.
The statements of assets and
liabilities and schedule of investments on September 30, 2025, and the statements of operations and changes in net assets for the three
and nine months ended September 30, 2025 and 2024, have been prepared on behalf of the Trust and are unaudited. In the opinion of management
of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position
and results of operations for the three and nine months ended September 30, 2025, and for all interim periods presented have been made.
In addition, interim period results are not necessarily indicative of results for a full-year period.
The fiscal year of the Trust
is December 31st.
5
2. Significant Accounting Policies
Basis of Accounting
The financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP” or “GAAP”).
The Trust qualifies as an
investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under
the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial
Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment
Company Act of 1940, as amended. The Trust uses fair value as its method of accounting for bitcoin in accordance with its classification
as an investment company for accounting purposes.
The preparation of the financial
statements in conformity with US GAAP requires the Trust to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results may differ materially from such estimates as additional information becomes available or actual amounts may become determinable.
Should actual results differ from those previously recognized, the recorded estimates will be revised accordingly with the impact reflected
in the operating results of the Trust in the reporting period in which they become known.
Cash
Cash includes non-interest
bearing, non-restricted cash maintained with one financial institution that does not exceed U.S. federally insured limits.
Investment Valuation
US GAAP defines fair value
as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants
at the measurement date. The Trust’s policy is to value investments held at fair value.
The Trust identifies and determines
the bitcoin principal market (or in the absence of a principal market, the most advantageous market) for GAAP purposes consistent with
the application of the fair value measurement framework in FASB ASC 820 – Fair Value Measurement. A principal market is the market
with the greatest volume and activity level for the asset or liability. The determination of the principal market will be based on the
market with the greatest volume and level of activity that can be accessed. The Trust obtains relevant volume and level of activity information
and based on initial analysis will select an exchange market as the Trust’s principal market. The NAV and NAV per Share will be
calculated using the fair value of bitcoin based on the price provided by this exchange market, as of 4:00 p.m. ET on the measurement
date for GAAP purposes. The Trust will update its principal market analysis periodically and as needed to the extent that events have
occurred, or activities have changed in a manner that could change the Trust’s determination of the principal market.
Various inputs are used in
determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”),
or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting
of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value
hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels
of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in
active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar
assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered
to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally
from or corroborated by observable market data by correlation or other means; and
6
Level 3: Unobservable inputs, including
the Trust’s assumptions used in determining the fair value of investments, where there is little or no market activity for the asset
or liability at the measurement date.
Amount at
Fair Value Measurement Using
(Amounts in thousands)
Fair Value
Level 1
Level 2
Level 3
September 30, 2025 (Unaudited)
Assets
Investment in bitcoin
$ 5,093,058
$ 5,093,058
$ –
$ –
Amount at
Fair Value Measurement Using
(Amounts in thousands)
Fair Value
Level 1
Level 2
Level 3
December 31, 2024
Assets
Investment in bitcoin
$ 4,352,648
$ 4,352,648
$ –
$ –
The cost basis of the investment
in bitcoin recorded by the Trust for financial reporting purposes is the fair value of bitcoin at the time of purchase. The cost basis
recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
Investment Transactions
The Trust considers investment
transactions to be the receipt of bitcoin for Share creations and the delivery of bitcoin for Share redemptions or for payment of expenses
in bitcoin. The Trust records its investments transactions on a trade date basis and changes in fair value are reflected as net change
in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification
method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor’s
fee in bitcoin.
Calculation of NAV and NAV per Share
On each day other than when
the Exchange is closed for regular trading (a “Business Day”), as soon as practicable after 4:00 p.m. ET, the
NAV of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the fair value of the bitcoin
and other assets held by the Trust using the index price. The Trustee computes the NAV per Share by dividing the NAV of the Trust by the
number of Shares outstanding on the date the computation is made.
Federal Income Taxes
The Sponsor and the Trustee
will treat the Trust as a “grantor trust” for U.S. federal income tax purposes. Although not free from doubt due to the lack
of directly governing authority, if the Trust operates as expected, the Trust should be classified as a “grantor trust” for
U.S. federal income tax purposes, and the Trust itself should not be subject to U.S. federal income tax. Each beneficial owner of Shares
will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income,
gain, losses and deductions will “pass through” to each beneficial owner of Shares. If the Trust sells bitcoin (for example,
to pay fees or expenses), such a sale is a taxable event to shareholders of the Trust (“Shareholders”). Upon a Shareholder’s sale of its Shares, the Shareholder
will be treated as having sold the pro rata share of the bitcoin held in the Trust at the time of the sale and may recognize gain or loss
on such sale. The Sponsor has reviewed the tax positions as of September 30, 2025, and has determined that no provision for income
tax is required in the Trust’s financial statements.
Segment Reporting
The Trust operates in one
segment. The segment derives its revenues from Trust investments made in accordance with the defined investment strategy of the Trust,
as prescribed in the Trust’s prospectus. The Chief Operating Decision Maker (“CODM”) is the Sponsor. The CODM monitors
the operating results of the Trust. The financial information that the CODM leverages to assess the segment’s performance and to
make decisions for the Trust’s single segment is consistent with the financial information that is presented within the Trust’s
financial statements. Segment assets are reflected on the accompanying Statements of Assets and Liabilities as Total assets and the only
significant segment expense, the Sponsor fee, is included in the accompanying Statements of Operations.
7
3. Fair Value of Bitcoin
The following represents the
changes in quantity of bitcoin and the respective fair value on the nine months ended September 30, 2025 (Unaudited) and 2024 (Unaudited):
(Amounts in thousands, except quantity of bitcoin)
Quantity of bitcoin
Fair Value
Beginning balance as of January 1, 2025
46,607.1028
$ 4,352,648
Bitcoin purchased
48,089.8886
4,859,001
Bitcoin sold
( 50,168.8832 )
( 5,053,954 )
Net realized gain on investment in bitcoin sold to pay Sponsor fee
–
1,795
Net realized gain on investment in bitcoin sold for redemptions
–
1,117,653
Change in unrealized appreciation/(depreciation) on investment in bitcoin
–
( 184,085 )
Ending balance as of September 30, 2025
44,528.1082
$ 5,093,058
(Amounts in thousands, except quantity of bitcoin)
Quantity of
bitcoin
Fair Value
Beginning balance as of January 1, 2024
–
$ –
Bitcoin purchased
75,594.8879
4,291,074
Bitcoin sold
( 25,039.4041 )
( 1,569,089 )
Net realized gain on investment in bitcoin sold to pay Sponsor fee
( 20.8163 )
410
Net realized gain on investment in bitcoin sold for redemptions
–
188,372
Change in unrealized appreciation on investment in bitcoin
–
296,403
Ending balance as of September 30, 2024
50,534.6675
$ 3,207,170
The following represents the
changes in quantity of bitcoin and the respective fair value on the three months ended September 30, 2025 (Unaudited) and 2024 (Unaudited):
(Amounts in thousands, except quantity of bitcoin)
Quantity of
bitcoin
Fair Value
Beginning balance as of July 1, 2025
46,722.8267
$ 5,034,561
Bitcoin purchased
13,824.6378
1,569,376
Bitcoin sold
( 16,019.3563 )
( 1,831,319 )
Net realized gain on investment in bitcoin sold to pay Sponsor fee
–
666
Net realized gain on investment in bitcoin sold for redemptions
–
456,495
Change in unrealized appreciation/(depreciation) on investment in bitcoin
–
( 136,721 )
Ending balance as of September 30, 2025
44,528.1082
$ 5,093,058
(Amounts in thousands, except quantity of bitcoin)
Quantity of
bitcoin
Fair Value
Beginning balance as of July 1, 2024
46,025.7971
$ 2,850,345
Bitcoin purchased
17,614.9735
1,099,439
Bitcoin sold
( 13,106.1031 )
( 790,220 )
Net realized gain on investment in bitcoin sold to pay Sponsor fee
–
83
Net realized gain on investment in bitcoin sold for redemptions
–
53,132
Change in unrealized appreciation/(depreciation) on investment in bitcoin
–
( 5,609 )
Ending balance as of September 30, 2024
50,534.6675
$ 3,207,170
8
4. Trust Expenses
The Trust pays the unitary
Sponsor fee of 0.21 % of the Trust’s bitcoin holdings. The Sponsor fee is paid by the Trust to the Sponsor as compensation for services
performed under the Trust Agreement. 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 in February 2024, at which time the waiver period ended. Except for during
periods during which the Sponsor fee has been waived, the Sponsor fee accrues daily and is payable in bitcoin weekly in arrears. The Administrator
calculates the Sponsor fee on a daily basis by applying a 0.21 % annualized rate to the Trust’s total bitcoin holdings, and the amount
of bitcoin payable in respect of each daily accrual is determined by reference to the Index. The Trust incurred Sponsor fees for the nine-month
periods ended September 30, 2025 and 2024 of $ 7,583,835 and $ 3,784,619 net of Sponsor fees waived of $ 93,111 , respectively. The accrued
liability at September 30, 2025 and December 31, 2024 was $ 123,500 and $ 193,176 , respectively.
The Sponsor has agreed to
pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor fee. Operating expenses
assumed by the Sponsor include (i) fees to the Sub-Adviser; (ii) the fee payable to marketing agents for services provided to the Trust
(the “Marketing Fee”), (iii) fees to the Administrator, if any, (iv) fees to the Custodians, (v) fees to the Transfer
Agent, (vi) fees to the Trustee, (vii) the fees and expenses related to any future listing, trading or quotation of the Shares on any
listing exchange or quotation system (including legal, marketing and audit fees and expenses), (viii) ordinary course legal fees and expenses
but not litigation-related expenses, (ix) audit fees, (x) regulatory fees, including, if applicable, any fees relating to the registration
of the Shares under the Securities Act or Exchange Act, (xi) printing and mailing costs; (xii) costs of maintaining the Sponsor’s
website and (xiii) applicable license fees (each, a “Sponsor-paid Expense,” and together, the “Sponsor-paid Expenses”),
provided that any expense that qualifies as an Additional Trust Expense (as defined below) will be deemed to be an Additional Trust Expense
and not a Sponsor-paid Expense.
The Sponsor will not, however,
assume certain extraordinary, non-recurring expenses that are not Sponsor-paid Expenses, including, but not limited to, taxes and governmental
charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust
to protect the Trust or the interests of Shareholders, any indemnification of the Custodians, Administrator or other agents, service
providers or counter-parties of the Trust, the fees and expenses related to the listing, and extraordinary legal fees and expenses, including
any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, “Additional
Trust Expenses”). Of the Sponsor-paid Expenses, ordinary course legal fees and expenses shall be subject to a cap of $ 100,000 per
annum. In the Sponsor’s sole discretion, all or any portion of a Sponsor-paid Expense may be re-designated as an Additional Trust
Expense.
To the extent that the Sponsor
does not voluntarily assume expenses, they will be the responsibility of the Trust. The Sponsor also pays the costs of the Trust’s
organization and offering. The Trust is not obligated to repay any such costs related to the Trust’s organization and offering paid
by the Sponsor.
5. Creation and Redemption of Shares
The Trust creates and redeems
Shares at the NAV of date of the creation and redemption on a continuous basis but only in Creation Baskets consisting of 5,000 Shares
or multiples thereof. Only “Authorized Participants”, which are registered broker-dealers who have entered into written agreements with
the Sponsor and the Administrator, can place orders. The Trust engages in bitcoin transactions for converting cash into bitcoin (in association
with purchase orders) and bitcoin into cash (in association with redemption orders). The Trust conducts its bitcoin purchase and sale
transactions by, in its sole discretion, choosing to trade directly with third parties (each, a “bitcoin Trading Counterparty”),
who are not registered broker-dealers pursuant to written agreements between such bitcoin Trading Counterparties and the Trust, or choosing
to trade through the Prime Broker acting in an agency capacity with third parties through its Coinbase Prime service pursuant to the Prime
Broker Agreement. A bitcoin Trading Counterparty may be an affiliate of an Authorized Participant.
The Authorized Participants may deliver cash or in-kind orders to create Shares and receive cash or in-kind orders when redeeming Shares.
9
The Trust creates Shares by
receiving bitcoin from a bitcoin Trading Counterparty that is not the Authorized Participant and the Trust—not the Authorized Participant—is
responsible for selecting the bitcoin Trading Counterparty to deliver the bitcoin. Further, the bitcoin Trading Counterparty will not be acting as an agent of the Authorized
Participant with respect to the delivery of the bitcoin to the Trust or acting at the direction of the Authorized Participant with respect
to the delivery of the bitcoin to the Trust. The Trust redeems Shares by delivering bitcoin to a bitcoin Trading Counterparty that is not the Authorized
Participant and the Trust—not the Authorized Participant—is responsible for selecting the bitcoin Trading Counterparty to receive the bitcoin.
Further, the bitcoin Trading Counterparty will not be acting as an agent of the Authorized Participant with respect to the receipt of the bitcoin from
the Trust or acting at the direction of the Authorized Participant with respect to the receipt of the bitcoin from the Trust. The bitcoin Trading Counterparty
is unaffiliated with the Trust and the Sponsor.
For the
three months
ended
September 30,
2025
For the
three months
ended
September 30,
2024
For the
nine months
ended
September 30,
2025
For the
nine months
ended
September 30,
2024
Activity in Capital Transactions:
Contributions for shares issued
41,605,000
52,905,000 #
144,640,000
226,875,000 #
Distributions for shares redeemed
( 48,135,000 )
( 39,300,000 ) #
( 150,670,000 )
( 75,120,006 ) #
Net Change in Capital Transactions
( 6,530,000 )
13,605,000
( 6,030,000 )
151,754,994
# On June 13, 2025, the Share Split occurred. Historical shares outstanding and NAV per share have been adjusted to reflect the Share Split on a retroactive basis.
(Amounts in thousands)
For the
three months
ended
September 30,
2025
For the
three months
ended
September 30,
2024
For the
nine months
ended
September 30,
2025
For the
nine months
ended
September 30,
2024
Shares issued
$ 1,569,425
$ 1,099,446
$ 4,859,069
$ 4,291,122
Shares redeemed
( 1,828,519 )
( 789,023 )
( 5,046,202 )
( 1,566,520 )
Net Change in Capital Transactions Issued and Redeemed
$ ( 259,094 )
$ 310,423
$ ( 187,133 )
$ 2,724,602
Bitcoin purchased payable
represents the quantity of bitcoin purchased for the creation of Shares where the bitcoin has not yet settled. Generally, bitcoin is transferred
within two Business Days of the trade date.
(Amounts in thousands)
September 30,
2025
December 31,
2024
(Unaudited)
Bitcoin purchased payable
$ 105,806
$ –
Bitcoin sold receivable represents
the quantity of bitcoin sold for the redemption of Shares where the bitcoin has not yet been settled. Generally, bitcoin is transferred
within two Business Days of the trade date.
(Amounts in thousands)
September 30,
2025
December 31,
2024
(Unaudited)
Bitcoin sold receivable
$ -
$ 11,227
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6. Related Parties
The Sponsor is a related party
to the Trust. The Trust’s operations are supported by its Sponsor, who is in turn supported by its parent company and affiliated
companies and external service providers.
As of September 30, 2025,
the Sponsor owned zero Shares of the Trust.
The Sponsor arranged for the
creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering in the United States and
the listing of Shares on the Exchange.
7. Financial Highlights
Per Share Performance (for a Share
outstanding throughout each period presented)
For the
three months ended
September 30,
2025
For the
three months ended
September 30,
2024
For the
nine months ended
September 30,
2025
For the
nine months ended
September 30,
2024
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Net asset value per Share, beginning of period
$ 35.81
$ 20.63 #
$ 31.07 #
$ 16.67 #
Net investment income (loss) on investment in bitcoin (1)
( 0.02 )
( 0.01 )
( 0.09 )
( 0.03 )
Net realized and change in unrealized gain(loss) on investment in bitcoin (2)
2.21
0.51
7.02
4.49
Net change in net assets from operations
2.19
0.50
6.93
4.46
Net asset value per Share, end of period
$ 38.00
$ 21.13 #
$ 38.00
$ 21.13 #
Total return, at net asset value (3)(5)
6.12 %
2.42 %
22.30 %
26.76 %
Ratio to average net assets (4)
Net investment income (loss)
( 0.21 )%
( 0.21 )%
( 0.21 )%
( 0.21 )%
Gross expenses
0.21 %
0.21 %
0.21 %
0.21 %
Net expenses
0.21 %
0.21 %
0.21 %
0.21 %
# On June 13, 2025, the Share Split occurred. Historical shares
outstanding and NAV per share have been adjusted to reflect the Share Split on a retroactive basis.
(1) Calculated using average Shares outstanding.
(2) The amount shown for a share outstanding throughout the period
may not agree with the change in the aggregate gains and losses for such period because of the timing of sales and repurchases of the
Trust’s shares in relation to fluctuating market values for the Trust.
(3) Total return is calculated based on the change in value during
the period and is not annualized. An individual shareholder’s total return and ratio may vary from the above total returns and
ratios based on the timing of contributions to and withdrawals from the Trust.
(4) Annualized.
(5) Not Annualized.
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8. Commitments and Contingent Liabilities
In the normal course of business,
the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s maximum exposure under
these arrangements is unknown as this would involve future claims that may be made against the Trust which have not yet occurred and cannot
be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote.
9. Concentration Risk
Unlike other funds that may
invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset within a single asset class. This
concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with bitcoin and digital assets.
By concentrating its investment strategy solely in bitcoin, any losses suffered as a result of a decrease in the value of bitcoin can
be expected to reduce the value of an interest in the Trust and will not be offset by other gains if the Trust were to invest in underlying
assets that were diversified.
10. Indemnification
The Sponsor will not be liable
to the Trust, the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors
in judgment or for depreciation or loss incurred by reason of the sale of any bitcoin or other assets of the Trust. However, the preceding
liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful
misconduct.
The Sponsor and each of its
shareholders, members, directors, officers, employees, affiliates, and subsidiaries will be indemnified by the Trust and held harmless
against any losses, liabilities or expenses incurred in the performance of its duties under the Trust Agreement without gross negligence,
bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation,
opinion, endorsement, assignment, draft, or any other document of any kind prima facie properly executed and submitted to it by the Trustee,
the Trustee’s counsel or by any other person for any matters arising under the Trust Agreement. The Sponsor shall in no event be
deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided
for in the Trust Agreement. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any
indemnified claim or liability under the Trust Agreement.
The Trustee will not be liable
or accountable to the Trust or any other person or under any agreement to which the Trust or any series of the Trust is a party, except
for the Trustee’s breach of its obligations pursuant to the Trust Agreement or its own willful misconduct, bad faith or gross negligence.
The Trustee and each of the Trustee’s officers, affiliates, directors, employees, and agents will be indemnified by the Trust from
and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation
or termination of the Trust, the execution, delivery or performance of the Trust Agreement or the transactions contemplated thereby; provided
that the indemnified party acted without willful misconduct, bad faith or gross negligence.
11. Subsequent Events
The Trust has evaluated all subsequent events through
the issuance of the financial statements and has noted no events requiring adjustment or additional disclosure in the financial statements.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.