What changed in this filing

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Item 1. Business

2026-03-10 compared with 2025-03-28 · 206 added, 164 removed, 500 unchanged (43% of the section changed)

Valkyrie Bitcoin Fund (the “Trust”) was organized as a Delaware statutory trust on January 20, 2021.

The Trust issues

common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and

ownership of the Trust.

The Shares of the Trust are listed on The Nasdaq Stock Market, LLC (“Nasdaq” or the

CoinShares Co., a Delaware corporation, is the sponsor of the Trust (the “Sponsor”), CSC

Delaware Trust Company f/k/a Delaware Trust Company is the trustee of the Trust (the “Trustee”), U.S.

Services, LLC is the transfer agent of the Trust (in such capacity, the “Transfer Agent”) and the administrator of the

Trust (in such capacity, the “Administrator”), Paralel Distributors LLC is the marketing agent of the Trust (the

“Marketing Agent”), Coinbase Custody Trust Company, LLC (the “Coinbase Custodian”), BitGo Trust Company,

(“BitGo”), and Komainu (Jersey) Limited (“Komainu” and

collectively with BitGo and the Coinbase Custodian, the “Custodians”) are the custodians of the Trust’s bitcoin,

Coinbase, Inc., an affiliate of the Coinbase Custodian, is the prime broker of the Trust (the “Prime Broker”), and U.S.

Bank, N.A., an affiliate of the Transfer Agent and Administrator, is the cash custodian of the Trust (the “Cash

The operations of the Trust are governed by the provisions of the Amended and Restated Trust Agreement of the

Trust, dated December 28, 2023, among the Trustee, the Sponsor, and the shareholders from time to time thereunder (the

“Shareholders”), as may be amended from time to time (the “Trust Agreement”).

The Trust is an

exchange-traded product.

The Trust sells or redeems its Shares in blocks of 5,000 Shares (a “Basket”) based on the

quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities).

Bitcoin ETF (the “Trust”), formerly CoinShares Valkyrie Bitcoin Fund, was organized as a Delaware statutory trust

on January 20, 2021.

The fiscal year for the Trust is December 31st.

The Trust issues common units of beneficial interest (“Shares”),

which represent units of fractional undivided beneficial interest in and ownership of the Trust.

The Shares of the Trust are listed

on The Nasdaq Stock Market, LLC (“Nasdaq” or the “Exchange”).

On March 15, 2024, CoinShares Co., a Delaware

corporation, was appointed as the co-sponsor of the Trust.

On June 14, 2024, CoinShares Co.

(the “Sponsor”) succeeded

Valkyrie Digital Assets LLC, a Delaware limited liability company (the “Initial Sponsor”), as the sponsor of the Trust.

The trustee is CSC Delaware Trust Company (the “Trustee”).

Bancorp Fund Services, LLC is the transfer agent of

the Trust (in such capacity, the “Transfer Agent”) and the administrator of the Trust (in such capacity, the “Administrator”),

Paralel Distributors LLC is the marketing agent of the Trust (the “Marketing Agent”), Coinbase Custody Trust Company,

LLC (“Coinbase”), BitGo Trust Company, Inc.

(“BitGo”), and Komainu (Jersey) Limited (“Komainu”

and collectively with Coinbase and BitGo, the “Custodians”) are the custodians of the Trust’s bitcoin, Coinbase,

Inc., an affiliate of Coinbase, is the prime broker of the Trust (the “Prime Broker”), and U.S.

Bank, N.A., an affiliate

of the Transfer Agent and Administrator, is the cash custodian of the Trust (the “Cash Custodian”).

The operations

of the Trust are governed by the provisions of the Amended and Restated Trust Agreement of the Trust, among the Trustee, the Sponsor,

and the shareholders from time to time thereunder (the “Shareholders”), as may be amended from time to time (the “Trust

The Trust is an exchange-traded fund that sells or redeems common shares of beneficial interest (“Shares”)

in blocks of 5,000 Shares (a “Basket”) based on the quantity of bitcoin attributable to each Share of the Trust (net

of accrued but unpaid expenses and liabilities).

There are an unlimited number of authorized Shares.

Trust’s inception of operation was January 11, 2024.

The Trust had no operations prior to January 11, 2024, other than matters

relating to its organization and the registration of the Shares under the Securities Act of 1933 (the “1933 Act”).

March 15, 2024, CoinShares Co.

was appointed as the co-sponsor of the Trust.

As co-sponsor, CoinShares Co.

served in an advisory

capacity to the Trust and Valkyrie Digital Assets, LLC, a Delaware limited liability company (the “Initial Sponsor”).

The Trust did not compensate CoinShares Co.

for services performed as co-sponsor.

On June 14, 2024, CoinShares Co.

succeeded the

Initial Sponsor as the sponsor of the Trust.

Sponsor maintains a website https://coinshares.com/us/etf/brrr/, through which the Trust’s Annual Report on Form 10-K, Quarterly

Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a)

or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), can be accessed free of charge, as soon

as reasonably practicable after such material is electronically file with, or furnished to, the U.S.

Securities and Exchange Commission

Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

relating to its organization and the registration of the Shares under the Securities Act of 1933, as amended (the “1933

offering of the Trust’s Shares is registered with the Securities and Exchange Commission (the “SEC”) in accordance

with the 1933 Act.

Sponsor maintains a website at https://coinshares.com/us/etf/brrr/, through which the Trust’s Annual Report on Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section

13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), can be accessed free of charge,

as soon as reasonably practicable after such material is electronically file with, or furnished to, the SEC.

Additional information

regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

Objectives and Principal Investment Strategies

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About Bitcoin, Bitcoin Markets and Regulation of Bitcoin

section of the Annual Report provides a more detailed description of bitcoin, including information about the historical development

of bitcoin, how a person holds bitcoin, how to use bitcoin in transactions, how to trade bitcoin, the “exchange” market

where bitcoin can be bought, held and sold, the bitcoin OTC market and bitcoin mining.

following provides a more detailed description of bitcoin and various elements of the bitcoin ecosystem.

is the digital asset that is native to, and created and transmitted through the operations of, the peer-to-peer Bitcoin Network,

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wallet.” A user’s bitcoin wallet can run on a computer or smartphone and can be used both to send and to receive bitcoin.

Within a bitcoin wallet, a user can generate one or more unique “bitcoin addresses,” which are conceptually similar

to bank account numbers.

After establishing a bitcoin address, a user can send or receive bitcoin from his or her bitcoin address

to another user’s address.

Sending bitcoin from one bitcoin address to another is similar in concept to sending a bank wire

from one person’s bank account to another person’s bank account;

provided, however, that such transactions are not

managed by an intermediary and erroneous transactions generally may not be reversed or remedied once sent.

amount of bitcoin associated with each bitcoin address, as well as each bitcoin transaction to or from such address, is transparently

reflected in the Blockchain and can be viewed by websites that operate as “Blockchain explorers.” Copies of the Blockchain

exist on thousands of computers on the Bitcoin Network.

A user’s bitcoin wallet will either contain a copy of the Blockchain

or be able to connect with another computer that holds a copy of the Blockchain.

The innovative design of the Bitcoin Network

protocol allows each Bitcoin user to trust that their copy of the Blockchain will generally be updated consistent with each other

a Bitcoin user wishes to transfer bitcoin to another user, the sender must first have the recipient’s Bitcoin address.

sender then uses his or her Bitcoin wallet software to create a proposed transaction to be added to the Blockchain.

would reduce the amount of bitcoin allocated to the sender’s address and increase the amount allocated recipient’s

address, in each case by the amount of bitcoin desired to be transferred.

The proposal is completely digital in nature, similar

to a file on a computer, and it can be sent to other computers participating in the Bitcoin Network;

however, the use of “unspent

transaction outputs” that are verified cryptographically prevents the ability to duplicate or counterfeit bitcoin.

Within a bitcoin wallet, a user can generate one or more unique “bitcoin wallet addresses,” which are conceptually

similar to bank account numbers.

After establishing a bitcoin wallet address, a user can send or receive bitcoin from his or her

bitcoin wallet address to another user’s wallet address.

Sending bitcoin from one bitcoin wallet to another is similar in

concept to sending a bank wire from one person’s bank account to another person’s bank account;

provided, however,

that such transactions are not managed by an intermediary and erroneous transactions generally may not be reversed or remedied

amount of bitcoin associated with each bitcoin wallet address, as well as each bitcoin transaction to or from such wallet address,

is transparently reflected in the Blockchain and can be viewed by websites that operate as “Blockchain explorers.”

Copies of the Blockchain exist on thousands of computers on the Bitcoin Network.

A user’s bitcoin wallet will either contain

a copy of the Blockchain or be able to connect with another computer that holds a copy of the Blockchain.

The innovative design

of the Bitcoin Network protocol allows each Bitcoin user to trust that their copy of the Blockchain will generally be updated

consistent with each other user’s copy.

a Bitcoin user wishes to transfer bitcoin to another user, the sender must first have the recipient’s bitcoin wallet address.

The sender then uses his or her Bitcoin wallet software to create a proposed transaction to be added to the Blockchain.

would reduce the amount of bitcoin allocated to the sender’s wallet address and increase the amount allocated recipient’s

wallet address, in each case by the amount of bitcoin desired to be transferred.

The proposal is completely digital in nature,

similar to a file on a computer, and it can be sent to other computers participating in the Bitcoin Network;

however, the use

of “unspent transaction outputs” that are verified cryptographically prevents the ability to duplicate or counterfeit

Bitcoin protocol is open-source software, meaning any developer can review the underlying code and suggest changes.

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Such a division is known as a “fork” in the Bitcoin Network.

bitcoin transaction contains the sender’s bitcoin address, the recipient’s bitcoin address, the amount of bitcoin

to be sent, a transaction fee and the sender’s digital signature.

Bitcoin transactions are secured by cryptography known

as public-private key cryptography, represented by the bitcoin addresses and digital signature in a transaction’s data file.

Each Bitcoin Network address, or wallet, is associated with a unique “public key” and “private key” pair,

both of which are lengthy alphanumeric codes, derived together and possessing a unique relationship.

public key is visible to the public and analogous to the Bitcoin Network address.

The private key is a secret and may be used

to digitally sign a transaction in a way that proves the transaction has been signed by the holder of the public-private key pair,

bitcoin transaction contains the sender’s bitcoin wallet address, the recipient’s bitcoin wallet address, the amount

of bitcoin to be sent, a transaction fee and the sender’s digital signature.

Bitcoin transactions are secured by cryptography

known as public-private key cryptography, represented by the bitcoin wallet addresses and digital signature in a transaction’s

Each Bitcoin Network wallet address is associated with a unique “public key” and “private key”

pair, both of which are lengthy alphanumeric codes, derived together and possessing a unique relationship.

public key is visible to the public and analogous to the Bitcoin Network wallet.

The private key is a secret and may be used to

digitally sign a transaction in a way that proves the transaction has been signed by the holder of the public-private key pair,

without having to reveal the private key.

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private key, that third person could forge the user’s digital signature and send the user’s bitcoin to any arbitrary

bitcoin address, thereby stealing the user’s bitcoin.

Similarly, if a user loses his private key and cannot restore such

access (e.g., through a backup), the user may permanently lose access to the bitcoin contained in the associated address.

bitcoin wallet address, thereby stealing the user’s bitcoin.

Similarly, if a user loses his private key and cannot restore

such access (e.g., through a backup), the user may permanently lose access to the bitcoin contained in the associated wallet address.

Bitcoin Network incorporates a system to prevent double-spending of a single bitcoin.

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excessive production unless the Bitcoin Network’s source code (and the underlying protocol for bitcoin issuance) is altered.

As of February 28, 2024, approximately 19.8 million bitcoin have been mined.

As of January 31, 2026, approximately 19.96 million bitcoin have been mined.

of Attack Against the Bitcoin Network

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The most prominent bitcoin trading platforms are often referred to as “exchanges,” although they are not regulated

and do not report trade information in the same way as a national securities exchange.

As such, there is some difference in the

form, transparency and reliability of trading data from bitcoin trading platforms.

Generally speaking, bitcoin data is available

from these trading platforms with publicly disclosed valuations for each executed trade, measured by one or more fiat currencies

such as the U.S.

in the same fashion as national securities exchanges and do not report trade information in the same way as a national securities

As such, there is some difference in the form, transparency and reliability of trading data from bitcoin trading platforms.

Generally speaking, bitcoin data is available from these trading platforms with publicly disclosed valuations for each executed

trade, measured by one or more fiat currencies such as the U.S.

dollar or Euro or another digital asset such as ether or tether.

OTC dealers or market makers do not typically

disclose their trade data.

Over-the-counter (“OTC”) dealers or market makers do not typically disclose their trade data.

there are several digital asset trading platforms operating worldwide and trading platforms represent a substantial percentage

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and globally, or otherwise negatively affect the value of bitcoin.

GENIUS Act, signed into law in July 2025, establishes the first federal regulatory framework for the issuance and operation of

payment stablecoins—digital assets designed to maintain a stable value relative to a fiat currency, such as the U.S.

The GENIUS Act requires that all payment stablecoins be fully backed on a one-to-one basis by high-quality liquid assets, such

dollars or short-term U.S.

Treasury securities, and subjects issuers to rigorous reserve, audit, and disclosure requirements.

The GENIUS Act introduces a dual licensing regime, allowing stablecoin issuers to operate under either federal or state regulatory

oversight, provided that state regimes are “substantially similar” to federal standards.

Issuers with more than $10

billion in outstanding stablecoins must obtain a federal license.

The GENIUS Act also imposes strict AML, sanctions compliance,

and consumer protection obligations, including prioritizing stablecoin holders’ claims in the event of issuer insolvency.

Notably, the GENIUS Act prohibits non-financial public companies from issuing stablecoins without special approval and restricts

the payment of interest or yield on stablecoins.

addition, the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”) was passed by the U.S.

House of Representatives

in July 2025.

The CLARITY Act was designed to resolve longstanding regulatory uncertainty regarding the classification and oversight

of digital assets.

The CLARITY Act establishes a clear framework for distinguishing between digital assets that are securities,

commodities, or payment stablecoins.

It delineates the respective jurisdictions of the SEC and the CFTC, granting the CFTC exclusive

authority over “digital commodities” and the SEC authority over “digital securities.” The CLARITY Act

also introduces criteria for determining when a digital asset is sufficiently decentralized to be treated as a commodity rather

than a security.

In addition, the CLARITY Act imposes registration requirements and operational standards for digital asset intermediaries,

including exchanges, brokers, and dealers.

It mandates consumer protection measures, anti-money laundering (“AML”)

and countering the financing of terrorism (“CFT”) compliance, and enhanced disclosure obligations.

The CLARITY Act

aims to foster innovation while providing market participants with greater regulatory certainty and aligning U.S.

emerging international standards.

Similar market structure legislation is currently under consideration by the U.S.

there is no certainty whether the legislation will be enacted or what form final legislation will take.

legislative efforts were accompanied by additional measures, such as the Anti-CBDC Surveillance State Act, which prohibits the

Federal Reserve from issuing a retail central bank digital currency without congressional authorization.

While the GENIUS Act

represents significant progress toward a comprehensive regulatory regime for digital assets, substantial uncertainty remains regarding

the implementation and interpretation of this new law.

The effectiveness of this framework, and the framework proposed under the

CLARITY Act, if passed by Congress, will depend on subsequent rulemaking by federal and state regulators, interagency coordination,

and the evolving approach to enforcement.

Market participants may face transitional risks as regulatory standards are developed

and applied, and there is potential for further legislative or regulatory changes as the digital asset ecosystem continues to

events are continuing to develop at a rapid pace and it is not possible to predict at this time all of the risks that they may

pose to bitcoin, the Trust, the Trust’s third-party service providers, or to the digital asset industry as a whole.

disruption and instability in the digital asset markets as these events develop, including declines in the trading price and liquidity

of bitcoin, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all

of their value.

effect of any future regulatory change on the Trust or bitcoin is impossible to predict, but such change could be substantial

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of the Trust’s Assets

Custodians custody all of the Trust’s bitcoin, other than that which may be maintained in a trading account (the “Trading

Account”) with the Prime Broker in accounts that are required to be segregated from the assets held by the Custodians as

principal and the assets of its other customers (the “Vault Accounts”).

portion of the Trust’s bitcoin holdings and cash holdings from time to time may be held with the Prime Broker in the Trading

Account in connection with creations and redemptions of Baskets utilizing the Prime Broker as Bitcoin Trading Counterparty and

any sales of bitcoin to pay the Sponsor’s Fee and Trust expenses not assumed by the Sponsor.

Within the Trust’s Trading

Account, the Prime Broker Agreement provides that the Trust does not have an identifiable claim to any particular bitcoin (and

Instead, the Trust’s Trading Account represents an entitlement to a pro rata share of the bitcoin (and cash) the

Prime Broker holds on behalf of customers who hold similar entitlements against the Prime Broker.

Sponsor, on behalf of the Trust, is responsible for acquiring bitcoin from bitcoin trading counterparties that has been approved

by the Sponsor (“Bitcoin Trading Counterparties”).

The Custodians custody all of the Trust’s bitcoin, other

than that which may be standing to the credit of or maintained in trading accounts with the Prime Broker or other Bitcoin Trading

Counterparties, as the case may be (the “Trading Accounts”).

The accounts held with the Custodians (the Vault Accounts”)

are required to be segregated from both the assets held by the Custodians as principal and the assets of other customers of each

of the Custodians.

portion of the Trust’s bitcoin holdings and cash holdings from time to time may be held with the Prime Broker or other Bitcoin

Trading Counterparties in the Trading Accounts in connection with creations and redemptions of Baskets utilizing Bitcoin Trading

Counterparties and any sales of bitcoin to pay the Sponsor’s Fee and Trust expenses not assumed by the Sponsor.

Trust’s Trading Accounts, the Trust may not have an identifiable claim to any particular bitcoin (and cash).

Trust’s Trading Accounts represent an entitlement to a pro rata share of the bitcoin (and cash) the Bitcoin Trading Counterparties

hold on behalf of customers who hold similar entitlements against the Bitcoin Trading Counterparties.

In this way, the Trust’s

Trading Account represents an omnibus claim on the Prime Broker’s bitcoins (and cash) held on behalf of the Prime Broker’s

Generally, the Trust will only hold bitcoin in the Trading Account to the extent the Sponsor reasonably expects is

necessary in connection with the redemption of Shares by Authorized Participants or necessary to pay the Trust’s expenses.

than the bitcoin held with the Prime Broker in the Trading Account, the Sponsor will allocate the Trust’s bitcoin between

Vault Accounts at the Custodians.

In determining the amount and percentage of the Trust’s bitcoin to allocate to each Vault

Account, the Sponsor will consider (i) the concentration of the Trust’s bitcoin at each Custodian, (ii) the Sponsor’s

assessment of the safety and security policies and procedures of each Custodian, (iii) the insurance policies of each Custodian,

(iv) the fees and expenses associated with the storage of the Trust’s bitcoin at each Custodian, (v) the fees and expenses

associated with the transfer to or from the Vault Account at each Custodian, and (vi) any other factor the Sponsor deems relevant

in making the allocation determination.

The Sponsor does not intend to disclose the amount or percentage of the Trust’s

bitcoin held at the Coinbase Custodian, BitGo or Komainu, and the Sponsor may change the allocation between the Custodians at

any time and without notice to Shareholders.

The fees and expenses associated with the transfer of bitcoin between the Vault Accounts

at each Custodian will be borne by the Sponsor, not the Trust or the Shareholders.

Any transfer of bitcoin between the Vault Accounts

at each Custodian will occur “on-chain” over the Bitcoin Network.

On-chain transactions are subject to all of the

risks of the Bitcoin Network, including the risk that transactions will be made erroneously and are generally irreversible.

Trading Accounts represent an omnibus claim on the respective Bitcoin Trading Counterparty’s bitcoin (and cash) held on

behalf of the Bitcoin Trading Counterparty’s customers.

Generally, the Trust will only hold bitcoin in the Trading Accounts

to the extent the Sponsor reasonably expects is necessary in connection with the redemption of Shares by Authorized Participants

or necessary to pay the Trust’s expenses.

than the bitcoin held in the Trading Accounts, the Sponsor will allocate the Trust’s bitcoin between Vault Accounts at the

In determining the amount and percentage of the Trust’s bitcoin to allocate to each Vault Account, the Sponsor

will consider (i) the concentration of the Trust’s bitcoin at each Custodian, (ii) the Sponsor’s assessment of the

safety and security policies and procedures of each Custodian, (iii) the insurance policies of each Custodian, (iv) the fees and

expenses associated with the storage of the Trust’s bitcoin at each Custodian, (v) the fees and expenses associated with

the transfer to or from the Vault Account at each Custodian, and (vi) any other factor the Sponsor deems relevant in making the

allocation determination.

The Sponsor does not intend to disclose the amount or percentage of the Trust’s bitcoin held at

each Custodian, and the Sponsor may change the allocation between the Custodians at any time and without notice to Shareholders.

The fees and expenses associated with the transfer of bitcoin between the Vault Accounts at each Custodian will be borne by the

Sponsor, not the Trust or the Shareholders.

Any transfer of bitcoin between the Vault Accounts at each Custodian will occur “on-chain”

over the Bitcoin Network.

On-chain transactions are subject to all of the risks of the Bitcoin Network, including the risk that

transactions will be made erroneously and are generally irreversible.

and Sales of Bitcoin

the Trust will conduct creations and redemptions of Shares for cash, it will be responsible for purchasing and selling bitcoin

in connection with those creation and redemption orders.

The Trust may also be required to sell bitcoin to pay certain extraordinary,

non-recurring expenses that are not assumed by the Sponsor.

Sponsor, on behalf of the Trust, is responsible for acquiring bitcoin from a bitcoin trading counterparty that has been approved

by the Sponsor (each, a “Bitcoin Trading Counterparty”).

The Prime Broker was the Trust’s initial Bitcoin Trading

Counterparty.

The Bitcoin Trading Counterparties with which the Sponsor engage in bitcoin transactions are unaffiliated third

parties and all transactions are done on an arm’s-length basis.

via transactions with the Bitcoin Trading Counterparties in connection with those creation and redemption orders.

Trading Counterparties with which the Sponsor engage in bitcoin transactions are unaffiliated third parties and all transactions

are done on an arm’s-length basis.

The Trust may also be required to sell bitcoin to pay certain extraordinary, non-recurring

expenses that are not assumed by the Sponsor.

Sponsor, on behalf of the Trust, may engage additional Bitcoin Trading Counterparties at any time.

As of February 28, 2025, the

Bitcoin Trading Counterparties approved by the Sponsor are BitGo Prime LLC, Coinbase Inc., Cumberland DRW LLC, JSCT LLC, and Payward

As of January 31, 2026, the

Bitcoin Trading Counterparties approved by the Sponsor are BitGo Prime LLC, Coinbase Inc., Cumberland DRW LLC, JSCT LLC, Foris

DAX, Inc., and Payward Inc.

of the CME CF Bitcoin Reference Rate – New York Variant

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cause the Trust (or its delegate) to convert bitcoin into U.S.

dollars at the price available through the Prime Broker’s

Coinbase Prime service (less applicable trading fees) through the Trading Platform which the Sponsor is able to obtain using commercially

reasonable efforts.

The number of bitcoins represented by a Share will decline each time the Trust pays Additional Trust Expenses

by transferring or selling bitcoins.

Although the Sponsor cannot definitively state the frequency or magnitude of the Additional

Trust Expenses, the Sponsor expects that they may occur infrequently, if at all.

dollars at the price available through the Bitcoin Trading Counterparties

(less applicable trading fees) through the Trading Platform which the Sponsor is able to obtain using commercially reasonable

The number of bitcoins represented by a Share will decline each time the Trust pays Additional Trust Expenses by transferring

or selling bitcoins.

Although the Sponsor cannot definitively state the frequency or magnitude of the Additional Trust Expenses,

the Sponsor expects that they may occur infrequently, if at all.

of Creation and Redemption of Shares

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broker-dealers or other securities market participants, such as banks or other financial institutions, that are not required to

To become an Authorized

Participant, a person must enter into an Authorized Participant Agreement.

The Authorized Participant Agreement provides the procedures

for the creation and redemption of Shares and for the delivery of the cash required for such creation and redemptions.

The Authorized

Participant Agreement and the related procedures attached thereto may be amended by the Trust and the Sponsor, without the consent

of any Shareholder or Authorized Participant.

Authorized Participants pay the Transfer Agent a fee for each order they place to

create or redeem one or more Baskets (the “Transfer Agent Fee”).

In addition, an Authorized Participant is responsible

for any operational processing and brokerage costs, transfer fees, financing fees, network fees and stamp taxes incurred in connection

with the satisfaction of any creation or redemption orders (the “Execution Charges,” and collectively with the Transfer

Agent Fee, the “Transaction Fees”).

register as broker-dealers to engage in securities transactions as described below, and (2) direct participants (“DTC Participants”)

in the Depository Trust Company (“DTC”).

To become an Authorized Participant, a person must enter into an Authorized

Participant Agreement.

The Authorized Participant Agreement provides the procedures for the creation and redemption of Shares

and for the delivery of the cash required for such creation and redemptions.

The Authorized Participant Agreement and the related

procedures attached thereto may be amended by the Trust and the Sponsor, without the consent of any Shareholder or Authorized

Authorized Participants pay the Transfer Agent a fee for each order they place to create or redeem one or more Baskets

(the “Transfer Agent Fee”).

In addition, an Authorized Participant is responsible for any operational processing and

brokerage costs, transfer fees, financing fees, network fees and stamp taxes incurred in connection with the satisfaction of any

creation or redemption orders (the “Execution Charges,” and collectively with the Transfer Agent Fee, the “Transaction

The Transaction Fees may be reduced, increased or otherwise changed by the Sponsor.

Authorized Participants (or their designees) who make deposits of cash with the Trust in exchange for Shares receive no fees,

commissions or other form of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person will

have any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.

The Authorized Participants

deliver only cash to create Shares and receive only cash when redeeming Shares.

Further, Authorized Participants do not directly

or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or redemption process or otherwise direct the

Trust or a third party with respect to purchasing, holding, delivering, or receiving bitcoin as part of the creation or redemption

Authorized Participants (or

their designees) who make deposits of cash with the Trust in exchange for Shares receive no fees, commissions or other form of

compensation or inducement of any kind from either the Trust or the Sponsor, and no such person will have any obligation or responsibility

to the Sponsor or the Trust to effect any sale or resale of Shares.

The Authorized Participants deliver only cash to create Shares

and receive only cash when redeeming Shares.

Further, Authorized Participants do not directly or indirectly purchase, hold, deliver,

or receive bitcoin as part of the creation or redemption process or otherwise direct the Trust or a third party with respect to

purchasing, holding, delivering, or receiving bitcoin as part of the creation or redemption process.

Authorized Participants are expected to be capable of participating directly in the spot bitcoin markets.

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or securities markets is unknown and beyond the control of the Sponsor.

Authorized Participant is required to be registered as a broker-dealer under the Exchange Act and a member in good standing with

FINRA or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and is qualified

to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.

Certain Authorized

Participants may also be regulated under federal and state banking laws and regulations.

Each Authorized Participant has its own

set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory

Authorized Participant is required to be registered as a broker-dealer under the 1934 Act and a member in good standing with FINRA

or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and is qualified to act

as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.

Certain Authorized Participants

may also be regulated under federal and state banking laws and regulations.

Each Authorized Participant has its own set of rules

and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

following description of the procedures for the creation and redemption of Baskets is only a summary and a Shareholder should

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share of the bitcoin held in the Trust at the time of the sale and may recognize gain or loss on such sale.

Risk Factors.

a smaller reporting company, the Trust is not required to provide the information required by this item.

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

What changed 10-K

Item 1. Business