Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The duly authorized officers
of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would
perform if the Trust had any officers, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have
concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report to
provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms,
and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a
principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to
allow timely decisions regarding required disclosure.
64
There are inherent limitations
to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention
or overriding of the controls and procedures.
Management’s Report on Internal Control
over Financial Reporting
The Sponsor’s management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules
13a-15(f) and 15d-15(f). The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets, (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that
the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The Principal Executive Officer
and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial
reporting as of December 31, 2025. In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Their assessment included an evaluation of the design
of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over
financial reporting. Based on their assessment and those criteria, the Principal Executive Officer and Principal Financial and Accounting
Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2025.
Item 9B. Other Information
No officers or directors of
the Sponsor have adopted , modified , or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as
such terms are defined in Item 408 of Regulation S-K of the Securities Act) during the quarter ended December 31, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections
Not applicable.
65
PART III
Item 10. Directors, Executive Officers, and
Corporate Governance
The Trust does not have any
directors, officers, or employees. The following persons, in their respective capacities as directors or executive officers of the Sponsor,
a Delaware limited liability company, perform certain functions with respect to the Trust that, if the Trust had directors or executive
officers, would typically be performed by them.
Russell Barlow is CEO of the
Sponsor, Duncan Moir is President of the Sponsor, Edel Bashir is Chief Operating Officer of the Sponsor and Andres Velencia is the Executive
Vice President of Investment Management for the Sponsor.
Mr. Russell Barlow ,
52, has been the Chief Executive Officer of the Sponsor since March 2025, contributing more than 25 years of expertise in regulated asset
management. Previously, Russell was the Global Head of Multi Asset and Alternative Investment Solutions and Global Head of Alternative
Investment Solutions at abrdn plc, a global investment company (“abrdn”). Over the course of his career, he has designed,
launched and managed a wide range of investment products. Additionally, Russell has held a position as a Non-Executive Director at Archax,
the UK’s first FCA-regulated digital asset exchange.
Mr. Duncan Moir , 40,
has been the President of the Sponsor since March 2025, with deep expertise in crypto and blockchain strategy. Previously, Duncan was
a Senior Investment Manager at abrdn. He is an independent board member of Hedera Hashgraph LLC and an advisor to Web3 companies. A University
of Strathclyde graduate with a BA (Hons) in Economics, he is also a CFA and CAIA charterholder.
Ms. Edel Bashir , 46,
has been the Chief Operating Officer of the Sponsor since March 2025, with over 20 years of experience in asset management. Previously,
Edel was the COO of Multi Asset and Alternative Investment Solutions, COO of Alternatives and a Senior Investment Manager at abrdn. Her
expertise includes operation strategy, portfolio management, and hedge fund research. A graduate of University College Cork, Ireland with
a BSc in Finance, she has held senior roles across Bermuda, Dublin and Boston.
Mr. Andres Valencia ,
38, is the Executive Vice President of Investment Management at the Sponsor and a member of the Executive Committee. Before Andres joined
the Sponsor in June 2021, he was a VP of Operations at JPMorgan as part of the Beta Strategies Group and helped launch and build the company’s
ETF business. Andres has over ten years of experience managing ETFs. Andres started his career in Asset Servicing at Bank of New York
Mellon covering commodity and currency ETFs.
The Trust does not have a
code of ethics as it does not have any directors, officers, or employees.
The Sponsor has a code of
ethics (the “Code of Ethics”) that applies to its executive officers, including its Principal Executive Officer and Principal
Financial Officer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically be
performed by them. The Sponsor’s Policies are in place and require that the Sponsor eliminate, mitigate, or otherwise disclose conflicts
of interest. Additionally, the Sponsor has adopted policies and procedures requiring that certain applicable personnel pre-clear personal
trading activity in which bitcoin is the referenced asset. The Sponsor has also implemented an Information Barrier Policy restricting
certain applicable personnel from obtaining sensitive information. The Sponsor believes that these controls are reasonably designed to
mitigate the risk of conflicts of interest and other impermissible activity. The Code of Ethics is available on request, free of charge,
by writing the Sponsor at etf@21shares.com or calling the Sponsor at (646) 370-6016.
Insider Trading Policy
The Trust does not have an
insider trading policy as it does not have any directors, officers, or employees.
The Sponsor has adopted an insider trading policy applicable to the
Sponsor’s directors, officers and employees, which is included as an exhibit to the Trust’s annual report on Form 10-K for
the fiscal year ended December 31, 2024, filed with the SEC on March 26, 2025, and incorporated herein by reference.
66
Item 11. Executive Compensation
The Trust does not have directors
or executive officers. The only ordinary expense paid by the Trust is the Sponsor’s fee.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners
There are no persons known
by the Trust to own directly or indirectly beneficially more than 5% of the outstanding Shares of the Trust as of February 26, 2026.
Security Ownership of Management
The Trust does not have directors
or executive officers.
Change in Control
Neither the Sponsor nor the
Trustee knows of any arrangements which may subsequently result in a change in control of the Trust.
Securities Authorized for Issuance under Equity
Compensation Plans
The Trust has no securities
authorized for issuance under equity compensation plans.
Item 13. Certain Relationships and Related
Transactions
See Item 11.
Item 14. Principal Accounting Fees and Services
Fees for services performed
by Cohen & Company, Ltd., as paid by the Sponsor from the Sponsor Fee, for the periods ended December 31, 2025 and 2024, were:
2025
2024
Audit fees
$ 116,650
$ 91,000
Audit-related fees
$
$
Tax fees
$ -
$ -
All other fees
$ -
$ -
Total
$ 116,650
$ 91,000
In the table above, in accordance
with the SEC’s definitions and rules, Audit Fees are fees paid to Cohen & Company, Ltd. for professional services for the audit
of the Trust’s financial statements included in the Form 10-K and review of financial statements included in the Forms 10-Q, and
for services that are normally provided by the accountants in connection with regulatory filings or engagements. Audit Related Fees are
fees for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s financial
statements.
Approval of Independent Registered Public Accounting
Firm Services and Fees
The Sponsor approved all of
the services provided by Cohen & Company, Ltd. described above. The Sponsor pre-approved all audit services of the independent registered
public accounting firm, including all engagement fees and terms.
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)(1)
Financial Statements
See
Index to Financial Statements on page F-1.
(a)(2)
Financial Statement Schedules
No
financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required
has been presented in the aforementioned financial statements.
67
(a)(3)
Exhibits
The
following documents are filed herewith or incorporated herein and made a part of this Annual Report:
No.
Exhibit
Description
3.1
Trust
Agreement of ARK 21Shares Bitcoin ETF (1)
3.2
Form
of Amended and Restated Trust Agreement (2)
3.3
Certificate
of Trust (1)
4.1
Description
of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (5)
10.1
Form
of Sponsor Agreement (4)
10.2
Form
of Authorized Participant Agreement (2)
10.3
Form
of Support Services Agreement (1)
10.4
Form
of Prime Broker Agreement (2)
10.5
Form
of Custodial Services Agreement (included as Exhibit A to Form of Prime Broker Agreement) (1)
10.6
Form
of Fund Administration and Accounting Agreement (1)
10.7
Form
of Transfer Agency and Services Agreement (1)
10.8
Form
of Index Licensing Agreement (1)
10.9
Form
of Marketing Agent Agreement (1)
10.10
Form
of Cash Custody Agreement (1)
10.11
Subscription
Agreement (1)
10.12
Initial
Seed Capital Subscription Agreement (4)
10.13
BitGo
New York Custody Agreement (6)
10.14
Anchorage
Custodial Services Agreement (6)
10.15
Omnibus
Amendment to the Coinbase Prime Broker Agreement, dated September 7, 2025 (7)
10.16
BitGo
Custody Agreement (8)
10.17
Form
of Master Authorized Participant Agreement (8)
19.1
Insider
Trading Policies and Procedures (5)
23.1
Consent
of Independent Registered Public Accounting Firm (9)
31.1
Certification
by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (9)
31.2
Certification
by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (9)
32.1
Certification
by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (9)
32.2
Certification
by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (9)
97.1
Executive
Officer Incentive-Based Compensation Clawback Policy (5)
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension
Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension
Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension
Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document.*
104
Cover Page Interactive
Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*
(1)
Incorporated by reference to Pre-Effective Amendment No. 3 filed by the Registrant on December 18, 2023.
(2)
Incorporated by reference to Pre-Effective Amendment No. 5 filed by the Registrant on December 28, 2023.
(3)
Incorporated by reference to Pre-Effective Amendment No. 6 filed by the Registrant on January 8, 2024.
(4)
Incorporated by reference to Pre-Effective Amendment No. 7 filed by the Registrant on January 9, 2024.
(5)
Incorporated by reference to the Annual Report on Form 10-K filed by the Registrant on March 26, 2025.
(6)
Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on September 12, 2024.
(7)
Incorporated by reference to the
Quarterly Report on Form 10-Q filed by the Registrant on November 14, 2025.
(8)
Incorporated by reference to the Current Report on
Form 8-K filed by the Registrant on December 18, 2025.
(9)
Filed herewith.
Item 16.
Form 10-K Summary
None.
68
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ARK 21Shares Bitcoin ETF (Registrant)
By: 21Shares US LLC, its Sponsor
Signature
Title (Capacity)
Date
/s/ Russell Barlow
Chief Executive Officer
February 27, 2026
Russell Barlow
(Principal Executive Officer)
/s/ Duncan Moir
President
February 27, 2026
Duncan Moir
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities* and on the dates indicated.
Signature
Title (Capacity)
Date
/s/ Russell Barlow
Chief Executive Officer
February 27, 2026
Russell Barlow
(Principal Executive Officer)
/s/ Duncan Moir
President
February 27, 2026
Duncan Moir
(Principal Financial Officer and Principal Accounting Officer)
69
Ark 21shares
Bitcoin ETF
index to
financial statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 925 ) F-2
Statements of Assets and Liabilities F-4
Schedules of Investments F-5
Statements of Operations F-7
Statements of Changes in Net Assets F-8
Notes to Financial Statements F-9
F- 1
Report
of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
ARK 21Shares Bitcoin ETF
Opinions on the Financial Statements and Internal
Control over Financial Reporting
We have audited the accompanying statements of
assets and liabilities, including the schedules of investment, of ARK 21Shares Bitcoin ETF (the “ Trust”) as of December
31, 2025 and 2024, the related statements of operations for the years ended December 31, 2025 and 2024, and the statements of changes
in net assets for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to
as the “financial statements”). We have also audited the Trust’s internal control over financial reporting as of December
31, 2025, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of the Trust as of December 31, 2025 and 2024, the results of
its operations for the years ended December 31, 2025 and 2024, and the statements of changes in its net assets for each of the years in
the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December
31, 2025, based on criteria established in Internal Control–Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Trust’s management is responsible for
these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness
of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial
Reporting . Our responsibility is to express an opinion on the Trust’s financial statements and an opinion on the Trust’s
internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.
Our audits of the financial statements included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F- 2
Definition and Limitations of Internal Control
over Financial Reporting
A company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the accounts or disclosures to which it relates.
Existence of and Rights to the Investment in
Bitcoin
As described in Note 2 to the financial statements,
as of December 31, 2025, the fair value of the Trust’s investment in bitcoin was $3.3 billion, with a respective cost basis of $3.5
billion.
We identified the evaluation of the existence
of and the Trust’s rights to bitcoin, including the risk that the Trust’s investment in bitcoin may not be owned by the Trust,
as a critical audit matter. A high degree of auditor judgment was involved in determining the nature and extent of the procedures performed
and audit evidence obtained to assess the existence of and the Trust’s rights to its investment in bitcoin, as control and access
over bitcoin was provided through the custodian. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence
obtained.
The following are the primary procedures we performed
to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over
the existence of the Trust’s investment in bitcoin and the Trust’s rights over its investment in bitcoin, including controls
over the comparison of the Trust’s records of bitcoin held to the third-party custodial records. We performed the reconciliation
of digital assets per the Trust's records to the custodial service ledgers and the public blockchain. We obtained confirmation of the
Trust’s investment in bitcoin held with the third-party custodian as of December 31, 2025, and compared the results of the confirmation
to the Trust’s record of its investment in bitcoin. We compared the Trust’s record for a selection of bitcoin purchase and
sale transactions to the records on the public blockchain using a software audit tool. We also obtained and assessed evidence that such
transactions were appropriately authorized and that the Trust controlled the bitcoin through the third-party custodian. We evaluated the
reliability of audit evidence obtained from the public blockchain. We also assessed the sufficiency of audit evidence obtained by evaluating
the cumulative results of the audit procedures.
We have served as the Trust’s auditor since
2023.
/s/ Cohen & Company, Ltd.
Towson, Maryland
February 27, 2026
F- 3
PART I – FINANCIAL INFORMATION:
Item 1. Financial Statements
ARK 21SHARES BITCOIN
ETF
STATEMENTS OF ASSETS AND LIABILITIES
(Amounts in thousands, except Share and per
Share amounts)
December 31,
2025
December 31,
2024
Assets
Investment in bitcoin, at fair value (cost $ 3,479,646 , and $ 3,077,870 , respectively)
$ 3,305,394
$ 4,352,648
Bitcoin sold receivable
76,534
11,227
Total assets
$ 3,381,928
$ 4,363,875
Liabilities
Capital shares payable
$ 76,534
$ 11,229
Sponsor fee payable
71
358
Total liabilities
$ 76,605
$ 11,587
Commitments and contingent liabilities (Note 9)
Net assets
$ 3,305,323
$ 4,352,288
Net assets consists of
Paid-in-capital
$ 1,635,978
$ 2,460,639
Accumulated earnings
1,669,345
1,891,649
$ 3,305,323
$ 4,352,288
Shares issued and outstanding, no par value, unlimited amount authorized
113,755,000
140,070,000 #
Net asset value per share
$ 29.06
$ 31.07 #
# 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.
The accompanying notes are an integral part of the financial statements.
F- 4
ARK 21SHARES BITCOIN
ETF
SCHEDULE OF INVESTMENT
(Amounts in thousands, except quantity of bitcoin
and percentages)
December 31, 2025
Quantity of
bitcoin
Cost
Fair Value
% of
Net Assets
Investment in bitcoin
37,769.3458
$ 3,479,646
$ 3,305,394
100 .00
%
Total investments
37,769.3458
$ 3,479,646
$ 3,305,394
100 .00
%
Liabilities in excess of other assets
( 71 )
–
%
Net assets
$ 3,305,323
100.00 %
The accompanying notes are an integral part of the financial statements.
F- 5
ARK 21SHARES BITCOIN ETF
SCHEDULE OF INVESTMENT
(Amounts in thousands, except quantity of bitcoin
and percentages)
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.
F- 6
ARK 21SHARES BITCOIN
ETF
STATEMENTS OF OPERATIONS
(Amounts in thousands)
For the Year
Ended
December 31,
2025
For the Year
Ended December 31,
2024*
Expenses
Sponsor Fee
$ 9,767
$ 5,925
Total expenses
9,767
5,925
Less waiver and reimbursement
–
( 93 )
Net expenses
9,767
5,832
Net investment loss
( 9,767 )
( 5,832 )
Realized and change in unrealized gain (loss)
Net realized gain on investment in bitcoin sold to pay Sponsor Fee
1,924
825
Net realized gain on investment in bitcoin sold for redemptions
1,234,569
621,878
Net change in unrealized appreciation (depreciation) on investment in bitcoin
( 1,449,030 )
1,274,778
Net realized and change in unrealized gain (loss)
( 212,537 )
1,897,481
Net increase (decrease) in net assets resulting from operations
$ ( 222,304 )
$ 1,891,649
* No comparative statement for 2023 has been provided as 2024 is the
first fiscal year of the Trust’s operations
The accompanying notes are an integral part
of the financial statements.
F- 7
ARK 21SHARES BITCOIN
ETF
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in thousands,
except change in Shares issued and redeemed)
For the Year
Ended
December 31,
2025
For the Year
Ended
December 31,
2024
For the Period December 12, 2023 (initial Seed Creation Date) through December 31, 2023
Net assets, beginning of period
$ 4,352,288
$ –
–
Contributions for Shares issued
5,811,509
5,904,040
–
^
Distributions for Shares redeemed
( 6,636,170 )
( 3,443,401 )
–
Net investment loss
( 9,767 )
( 5,832 )
–
Net realized gain on investment in bitcoin sold to pay Sponsor Fee
1,924
825
–
Net realized gain on investment in bitcoin sold for redemptions
1,234,569
621,878
–
Net change in unrealized appreciation (depreciation) on investment in bitcoin
( 1,449,030 )
1,274,778
–
Net assets, end of period
$ 3,305,323
$ 4,352,288
-
^
Shares issued and redeemed
Shares issued
172,675,000
286,680,000 #
6 #
Shares redeemed
( 198,990,000 )
( 146,610,006 )#
–
Net increase (decrease) in Shares issued and outstanding
( 26,315,000 )
140,069,994 #
6 #
# 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.
^ Amount rounds to less than $1,000.
The accompanying notes are an integral part
of the financial statements.
F- 8
ARK
21Shares Bitcoin ETF
Notes
to Financial Statements
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. In November 2025, 21co Holdings Limited,
Jura Pentium Inc’s former ultimate parent company, was acquired by FalconX Holdings Limited, which became the ultimate parent company
of Jura Pentium Inc, and 21 Shares US LLC. Coinbase Custody Trust Company, LLC (“Coinbase”), BitGo Bank & Trust, N.A.
(“BitGo”), Anchorage Digital Bank N.A. (“Anchorage”) and BitGo Trust Company, Inc. (“BitGo New York”,
and, together with Coinbase, BitGo and Anchorage, 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 shares 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.
On December 12, 2023,
the Sponsor, in its capacity as Seed Capital Investor, subject to conditions, purchased the initial
Seed Shares comprising six at a per-Share price of $ 16.67 . Total proceeds to the Trust from the sale of these Initial Seed
Shares were $ 100 . Delivery of the Initial 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 Baskets comprising 30,000 Shares (the “Initial
Seed Creation Baskets”) at a per-share price of $ 15.63 . Total proceeds to the Trust from the sale of the Initial Seed Creation
Baskets were $ 468,806.44 . On January 9, 2024, the Trust purchased 10 bitcoins with the proceeds of the Initial 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 Initial Seed Creation Baskets were redeemed for cash on or about January 19,
2024.
Effective June 12, 2024,
the Sponsor, on behalf of the Trust, entered into a Master Purchase and Sale Agreement for Digital Assets (“Agreement for
Digital Assets”) with FalconX Bravo, Inc. (“FalconX Bravo”), a registered swap dealer and a subsidiary of FalconX.
The Agreement governs spot purchase and sale transactions in digital assets conducted on a principal-to-principal basis.
Transactions are executed at prevailing market prices and are subject to customary terms and conditions.
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 fiscal year of the Trust
is December 31 st .
F- 9
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
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.
F- 10
Amount at
Fair Value Measurement Using
(Amounts in thousands)
Fair Value
Level 1
Level 2
Level 3
December 31, 2025
Assets
Investment in bitcoin
$ 3,305,394
$ 3,305,394
$ –
$ –
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 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 December 31, 2025, and has determined
that no provision for income tax is required in the Trust’s financial statements.
F- 11
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 Chief Executive Officer of 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.
3.
Fair Value of Bitcoin
The following represents the
changes in quantity of bitcoin and the respective fair value on December 31, 2025:
(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
57,400.5670
5,811,330
Bitcoin sold
( 66,238.3240 )
( 6,646,047 )
Net realized gain on investment in bitcoin sold to pay Sponsor Fee
–
1,924
Net realized gain on investment in bitcoin sold for redemptions
–
1,234,569
Change in unrealized appreciation on investment in bitcoin
–
( 1,449,030 )
Ending balance as of December 31, 2025
37,769.3458
$ 3,305,394
The following represents the
changes in quantity of bitcoin and the respective fair value on December 31, 2024:
(Amounts in thousands, except quantity of bitcoin)
Quantity
of bitcoin
Fair Value
Beginning balance as of January 1, 2024
–
$ –
Bitcoin purchased
95,498.6291
5,903,861
Bitcoin sold
( 48,891.5263 )
( 3,448,694 )
Net realized gain on investment in bitcoin sold to pay Sponsor Fee
–
825
Net realized gain on investment in bitcoin sold for redemptions
–
621,878
Change in unrealized appreciation on investment in bitcoin
–
1,274,778
Ending balance as of December 31, 2024
46,607.1028
$ 4,352,648
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 years ended December 31, 2025 and 2024
of $ 9,767,516 and $ 5,925,225 , respectively. The Sponsor fee for the year ended December 31, 2024 included a fee waiver of $ 93,111 . The
accrued liability at December 31, 2025 and 2024 was $ 71,364 and $ 357,613 respectively.
F- 12
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 on a continuous basis but only in one or more Baskets (other than in the case of the Initial Seed Shares) consisting of 5,000
Shares or multiples thereof on the NAV of the date of the creation or redemption. Only “Authorized Participants”, which are
registered broker-dealers who have entered into written agreements with the Sponsor and the Administrator, can place orders.
Authorized Participants may
purchase Shares in cash by depositing cash in the Trust’s account with the Cash Custodian. This will cause the Sponsor, on behalf
of the Trust, to automatically instruct a designated third party, who may be an Authorized Participant or an affiliate of an Authorized
Participant, and with whom the Sponsor has entered into an agreement on behalf of the Trust (each such third party, a “Bitcoin Counterparty”),
to (i) purchase the amount of bitcoin equivalent in value to the cash deposit amount associated with the order and (ii) deposit the resulting
bitcoin amount in the Trust’s accounts with the Bitcoin Custodians, resulting in the Transfer Agent crediting the applicable amount
of Shares to the Authorized Participant. Authorized Participants may also purchase Shares in-kind. To purchase Shares in-kind, an Authorized
Participant delivers, or arranges for the delivery by the Authorized Participant’s designee of, bitcoin to the Trust’s accounts
with a Bitcoin Custodian in exchange for Shares.
When such an Authorized Participant redeems its Shares in cash, the
Sponsor, on behalf of the Trust will direct a Bitcoin Custodian to transfer bitcoin to an Bitcoin Counterparty, who will sell the bitcoin
to be executed, in the Sponsor’s reasonable efforts, at the Pricing Benchmark price used to calculate the Trust’s NAV, taking
into account any spread, commissions, or other trading costs and deposit the cash proceeds of such sale in the Trust’s account with
the Cash Custodian for settlement with the Authorized Participant. Any slippage incurred (including, but not limited to, any trading fees,
spreads, or commissions), on a cash equivalent basis, will be the responsibility of the Authorized Participant and not of the Trust or
Sponsor. Authorized Participants may also redeem Shares in-kind. When such an Authorized Participant redeems Shares in-kind, the Trust,
through a Bitcoin Custodian, will deliver bitcoin to the Authorized Participant, or its designee in exchange for Shares.
F- 13
Year
Ended
December 31,
2025
Year
Ended
December 31,
2024
For the Period December 12, 2023 (initial Seed Creation Date) through December 31, 2023
Activity in Capital Shares:
Shares issued
172,675,000
286,680,000 #
6 #
Shares redeemed
( 198,990,000 )
( 146,610,006 ) #
-
Net Change in Capital Shares
( 26,315,000 )
140,069,994
6 #
# 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)
Year
Ended
December 31,
2025
Year
Ended
December 31,
2024
For the Period December 12, 2023 (initial Seed Creation Date) through December 31, 2023
Activity in Capital Transactions
Contributions for shares issued
$ 5,811,509
$ 5,904,040
-
^
Distributions for shares redeemed
( 6,636,170 )
( 3,443,401 )
-
Net Change in Capital Transactions
$ ( 824,661 )
$ 2,460,639
-
^
^ Amount rounds to less than $1,000.
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)
December 31,
2025
December 31,
2024
Bitcoin purchased payable
$ -
$ -
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)
December 31,
2025
December 31,
2024
Bitcoin sold receivable
$ 76,534
$ 11,227
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 December 31, 2024 and December 31, 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.
For the year ended
December 31, 2025, the Trust engaged in digital asset trading activity with FalconX Bravo consisting of purchases in the amount of
$ 166,410,058 and sales of $ 42,561,493 . For the period subsequent to FalconX Bravo becoming an affiliated entity, purchases and sales
totaled $ 18,340,510 and $ 10,395,710 , respectively. In connection with transactions executed in 2025, the Trust incurred total
commissions of $ 59,697 , of which $ 1,040 related to transactions occurring after FalconX Bravo became an affiliated entity.
F- 14
7. Quarterly Statement of Operations (unaudited)
Fiscal Year Ended December 31, 2025
(Amounts in thousands)
Three Months Ended
(unaudited)
Year Ended
Mar-31,
2025
Jun-30,
2025
Sept-30,
2025
Dec-31,
2025
December 31,
2025
Expenses
Sponsor fee
$ 2,367
$ 2,444
$ 2,773
$ 2,183
$ 9,767
Net expenses
2,367
2,444
2,773
2,183
9,767
Net investment loss
( 2,367 )
( 2,444 )
( 2,773 )
( 2,183 )
( 9,767 )
Realized and change in unrealized gain (loss)
Net realized gain on investment in bitcoin sold to pay Sponsor fee
497
593
666
168
1,924
Net realized gain on investment in bitcoin sold for redemptions
321,579
339,579
456,495
116,916
1,234,569
Net change in unrealized appreciation (depreciation) on investment in bitcoin
( 907,296 )
859,932
( 136,721 )
( 1,264,945 )
( 1,449,030 )
Net realized and change in unrealized gain (loss)
( 585,220 )
1,200,104
320,440
( 1,147,861 )
( 212,537 )
Net increase (decrease) in net assets resulting from operations
$ ( 587,587 )
$ 1,197,660
$ 317,667
$ ( 1,150,044 )
$ ( 222,304 )
Fiscal Year Ended December 31, 2024
(Amounts in thousands)
Three Months Ended
(unaudited)
Year Ended
Mar-31,
2024
Jun-30,
2024
Sept-30,
2024
Dec-31,
2024
December 31,
2024
Expenses
Sponsor fee
$ 721
$ 1,555
$ 1,509
$ 2,140
$ 5,925
Waiver and Reimbursement
( 93 )
-
-
-
( 93 )
Net expenses
628
1,555
1,509
2,140
5,832
Net investment loss
( 628 )
( 1,555 )
( 1,509 )
( 2,140 )
( 5,832 )
Realized and change in unrealized gain (loss)
Net realized gain on investment in bitcoin sold to pay Sponsor fee
( 85 )
327
83
500
825
Net realized gain on investment in bitcoin sold for redemptions
-
135,325
53,132
433,421
621,878
Net change in unrealized appreciation (depreciation) on investment in bitcoin
845,323
( 543,311 )
( 5,609 )
978,375
1,274,778
Net realized and change in unrealized gain (loss)
845,238
( 407,659 )
47,606
1,412,296
1,897,481
Net increase (decrease) in net assets resulting from operations
$ 844,610
$ ( 409,214 )
$ 46,097
$ 1,410,156
$ 1,891,649
F- 15
8. Financial Highlights
Per Share Performance (for a Share
outstanding throughout the period presented)
For the Year ended December 31, 2025
For the Year ended December 31, 2024 5
Net asset value per Share, beginning of period
$ 31.07
$ 16.67 #
Net investment income (loss) on investment in bitcoin 1
( 0.07 )
( 0.05 )
Net realized and change in unrealized gain (loss) on investment in bitcoin 2
( 1.94 )
14.45
Net change in net assets from operations
( 2.01 )
14.40
Net asset value per Share, end of period
$ 29.06
$ 31.07 #
Total return, at net asset value 3
( 6.47 )%
86.44 %
Ratio to average net assets (4)
Net investment income (loss)
( 0.21 )%
( 0.21 )%
Gross expenses
0.21 %
0.21 %
Net expenses
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 year
may not agree with the change in the aggregate gains and losses for the year 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 No per share performance information for
2023 has been provided as 2024 is the first fiscal year of the Trust’s operations.
9.
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.
10.
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.
F- 16
11.
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.
12.
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.
F- 17
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.