UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________
Commission File Number 001-41909
CoinShares Bitcoin
ETF
(Exact name of Registrant as specified in its
Charter)
Delaware
86-6430837
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
437 Madison Avenue, 28 th Floor
New York , NY
10022
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (615) 909-6421
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares of Beneficial Interest of
CoinShares Bitcoin ETF
BRRR
The Nasdaq Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒
NO ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided in
Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). YES ☐ No ☒
As of July 30, 2026, the Registrant had 20,895,000 Shares outstanding.
COINSHARES BITCOIN ETF
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements (unaudited)
1
Statements of Financial Condition at June 30, 2026 (unaudited) and December 31, 2025
1
Schedules of Investment at June 30, 2026 (unaudited) and December 31, 2025
2
Unaudited Statements of Operations for the three and six months ended June 30, 2026 and 2025
3
Unaudited Statements of Changes in Net Assets for the three and six months ended June 30, 2026 and 2025
4
Notes to the Financial Statements (unaudited)
5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
15
Item 4.
Controls and Procedures
15
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
16
Item 1A.
Risk Factors
16
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
Item 3.
Defaults Upon Senior Securities
18
Item 4.
Mine Safety Disclosures
18
Item 5.
Other Information
18
Item 6.
Exhibits
18
ii
COINSHARES BITCOIN ETF
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Statements of Financial Condition
At June 30, 2026 (unaudited) and December 31,
2025
June 30, 2026 (unaudited)
December 31, 2025
Assets
Investments in bitcoin, at fair value (cost $ 442,207,125 and $ 427,528,143 at June 30, 2026 and December 31, 2025, respectively)
$ 342,431,656
$ 505,489,906
Total assets
$ 342,431,656
$ 505,489,906
Liabilities
Sponsor fees payable
$ 77,541
$ 108,999
Total liabilities
$ 77,541
$ 108,999
Net assets
$ 342,354,115
$ 505,380,907
Shares issued and outstanding, no par value, Unlimited shares authorized
20,795,000
20,425,000
Net asset value per Share
$ 16.46
$ 24.74
The accompanying notes are an integral part
of the financial statements.
1
COINSHARES BITCOIN ETF
Schedules of Investment
At June 30, 2026 (unaudited) and December 31,
2025
June 30, 2026 (Unaudited)
Bitcoin
Cost
Fair Value
% of Net Assets
Investment in bitcoin
5,864
$ 442,207,125
$ 342,431,656
100.0 %
Total investment
$ 442,207,125
$ 342,431,656
100.0 %
Other assets and liabilities, net
( 77,541 )
( 0.0 )% (a)
Net Assets
$ 342,354,115
100.0 %
December 31, 2025
Bitcoin
Cost
Fair Value
% of Net Assets
Investment in bitcoin
5,767
$ 427,528,143
$ 505,489,906
100.0 %
Total investment
$ 427,528,143
$ 505,489,906
100.0 %
Other assets and liabilities, net
( 108,999 )
( 0.0 )% (a)
Net Assets
$ 505,380,907
100.0 %
(a) Represents less than 0.05 % of net assets.
The accompanying notes are an integral part
of the financial statements.
2
COINSHARES BITCOIN ETF
Unaudited Statements of Operations
For the
three and six months ended June 30, 2026 and June 30, 2025
Three Months
Ended
June 30, 2026 (Unaudited)
Three Months
Ended
June 30, 2025 (Unaudited)
Six Months Ended
June 30, 2026 (Unaudited)
Six Months Ended
June 30, 2025 (Unaudited)
Expenses
Sponsor fee (Note 4)
$ 274,347
$ 363,796
$ 563,328
$ 824,349
Total expenses
274,347
363,796
563,328
824,349
Net investment income (loss)
( 274,347 )
( 363,796 )
( 563,328 )
( 824,349 )
Net realized and change in unrealized gain (loss)
Net realized gain (loss) from:
Bitcoin transferred to pay Sponsor fee
7,741
105,238
26,127
318,896
Bitcoin sold for the redemption of Shares
2,606,597
11,033,890
2,904,723
116,498,108
Net realized gain (loss)
2,614,338
11,139,128
2,930,850
116,817,004
Net change in unrealized gain (loss) on investment
( 57,019,947 )
130,366,125
( 177,737,232 )
( 51,464,017 )
Net realized and change in unrealized gain (loss)
( 54,405,609 )
141,505,253
( 174,806,382 )
65,352,987
Net income (loss)
$ ( 54,679,956 )
$ 141,141,457
$ ( 175,369,710 )
$ 64,528,638
Net income (loss) per share
$ ( 2.51 )
$ 6.73
$ ( 8.08 )
$ 2.64
Weighted average number of shares outstanding
21,793,846
20,971,758
21,702,044
24,475,691
The accompanying notes are an integral part
of the financial statements.
3
COINSHARES BITCOIN ETF
Unaudited Statements of Changes in Net Assets
For the
three and six months ended June 30, 2026 and June 30, 2025
Three Months Ended
June 30, 2026 (Unaudited)
Three Months Ended
June 30, 2025 (Unaudited)
Six Months Ended
June 30, 2026 (Unaudited)
Six Months Ended
June 30, 2025 (Unaudited)
Net Assets – Opening Balance
$ 429,730,949
$ 480,386,204
$ 505,380,907
$ 826,115,990
Creations
8,258,459
43,128,516
65,708,126
60,709,538
Redemptions
( 40,955,337 )
( 38,869,007 )
( 53,365,208 )
( 325,566,996 )
Net investment income (loss)
( 274,347 )
( 363,796 )
( 563,328 )
( 824,349 )
Net realized gain (loss)
2,614,338
11,139,128
2,930,850
116,817,004
Net change in unrealized gain (loss) on investment
( 57,019,947 )
130,366,125
( 177,737,232 )
( 51,464,017 )
Net Assets – Closing Balance
$ 342,354,115
$ 625,787,170
$ 342,354,115
$ 625,787,170
The accompanying notes are an integral part
of the financial statements.
4
COINSHARES BITCOIN ETF
Notes to the Financial Statements (Unaudited)
1. Organization
CoinShares Bitcoin ETF (the “Trust”)
was organized as a Delaware statutory trust on January 20, 2021. The fiscal year for the Trust is December 31st. CSC Delaware Trust Company
is the trustee of the Trust (the “Trustee”). CoinShares Co., a Delaware corporation, is the sponsor of the Trust (the “Sponsor”).
The Sponsor is responsible for the day-to-day administration of the Trust. The Trust is governed by the provisions of the First Amended
and Restated Trust Agreement, as amended (the “Trust Agreement”), executed by the Sponsor and the Trustee. The Trust is an
exchange traded fund that issues common shares of beneficial interest (“Shares”) representing units of fractional undivided
beneficial interests in its net assets. There are an unlimited number of authorized shares.
The investment objective of the Trust is for the
Shares to reflect the performance of the value of a bitcoin as represented by the CME CF Bitcoin Reference Rate - New York Variant (the
“Index”), less the Trust’s liabilities and expenses. In seeking to achieve its investment objective, the Trust holds
bitcoin and values its Shares daily based on the value of bitcoin as reflected by the Index, which is an independently calculated value
based on an aggregation of executed trade flow of major bitcoin spot exchanges.
The offering of the Trust’s Shares is registered
with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Act of 1933.
2. Basis of Presentation and Summary of Significant
Accounting Policies
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 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 is an “emerging
growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Trust will cease
to be an “emerging growth company” upon the earliest of (i) it having $1.235 billion or more in annual revenues, (ii) at least
$700 million in market value of Shares being held by non-affiliates, (iii) it issuing more than $1.0 billion of non-convertible debt over
a three-year period or (iv) the last day of the fiscal year following the fifth anniversary of its initial public offering.
For as long as the Trust
is an emerging growth company, unlike other public companies, it will not be required to provide an auditor’s attestation report
on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b)
of the Sarbanes-Oxley Act of 2002; or comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines
otherwise.
The following is a summary
of significant accounting policies consistently followed by the Trust in the preparation of financial statements. The financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
(a) Use of Estimates
The preparation of the
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could
differ from those estimates.
(b) Investment Transactions
The Trust purchases bitcoin
upon the net creation of Shares and sells bitcoin upon the net redemption of Shares. Transactions are recorded on a trade date basis.
Realized gains (losses) and changes in unrealized gains (losses) on open positions are determined on a specific identification basis and
are recognized in the statement of operations in the period in which the sale occurred or the changes in unrealized occurred.
5
The Trust utilizes an exchange traded price from
the principal market for bitcoin as of 4:00 p.m. ET on the Trust’s financial statement measurement date to value the bitcoin held
by the Trust. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust’s financial
statements in accordance with GAAP.
(c) Indemnifications
The Sponsor and its affiliates (each a “Covered
Person”) will be indemnified by the Trust and held harmless against any loss, judgment, liability, expense incurred or amount paid
in settlement of any claim sustained by it in connection with the Covered Person’s activities for the Trust, without fraud, gross
negligence, bad faith, willful misconduct or a material breach of the Trust Agreement on the part of such indemnified party arising out
of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the
Sponsor in furtherance of the administration of the Trust (including, without limiting the scope of the foregoing, any Participant Agreement)
or any actions taken in accordance with the provisions of the Trust Agreement.
The Trustee and any of the officers, directors,
employees and agents of the Trustee shall be indemnified by the Trust as primary obligor and held harmless against any loss, damage, liability,
claim, action, suit, cost, expense, disbursement (including the reasonable fees and expenses of counsel), tax or penalty of any kind and
nature whatsoever, arising out of, imposed upon or asserted at any time against such indemnified person in connection with the performance
of its obligations under the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated therein;
provided, however, that neither the Trust nor the Sponsor shall be required to indemnify any such indemnified person for any such expenses
which are a result of the willful misconduct, bad faith or gross negligence of such indemnified person.
The Trust’s maximum exposure under these
arrangements is unknown because it involves future potential claims against the Trust, which cannot be predicted with any certainty.
(d) Federal Income Taxes
The Sponsor intends to take the position that
the Trust will be treated as a grantor trust under the Internal Revenue Code of 1986, as amended. If so qualified, the Trust will not
be subject to U.S. federal income tax to the extent it distributes substantially all of its investment income and capital gains to shareholders.
Therefore, no federal income tax provision is required. Rather, a pro rata portion of the Trust’s income, gain, losses and deductions
will “flow through” to each beneficial owner of Shares.
(e) Recent Accounting Pronouncements
The Sponsor has evaluated recently issued accounting
pronouncements and does not believe any such pronouncements will have a material impact on the Trust’s financial statements.
3. Investment Valuation and Calculation of Net
Asset Value (“NAV” )
FASB Accounting Standards Codification Topic 820,
Fair Value Measurements and Disclosures, provides a single definition of fair value, a hierarchy for measuring fair value and expanded
disclosures about fair value adjustments.
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 its investments at fair value.
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, inputs other than quoted prices that are observable for the asset or liability and inputs that
are derived principally from or corroborated by observable market data by correlation or other means; and
6
Level 3 — Inputs that are unobservable for
the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.
The following table summarizes the Trust’s
investments at fair value:
June 30, 2026 (Unaudited)
Level 1
Level 2
Level 3
Total
Bitcoin
$ 342,431,656
$ —
$ —
$ 342,431,656
Total Investments
$ 342,431,656
$ —
$ —
$ 342,431,656
December 31, 2025
Level 1
Level 2
Level 3
Total
Bitcoin
$ 505,489,906
$ —
$ —
$ 505,489,906
Total Investments
$ 505,489,906
$ —
$ —
$ 505,489,906
There were no transfers between Level 1 and other Levels for the six months ended June 30, 2026, or for the year ended
December 31, 2025.
The Trust fair values investments for financial
statement purposes, categorizing those investments using the hierarchy as described above.
The Trust’s NAV is calculated by subtracting
all accrued fees, expenses and other liabilities from the fair value of its bitcoin and other assets. The Trust’s NAV per share
is calculated by taking the Trust’s NAV divided by the total amount of Shares outstanding.
The following summarizes activity in bitcoin for
the three months ended June 30, 2026 and 2025:
Three Months Ended June 30, 2026
Bitcoin
Fair Value
Beginning Balance as of March 31, 2026
6,303
$ 429,823,599
Bitcoin purchased
110
8,253,016
Bitcoin sold for the redemption of Shares
( 545 )
( 40,952,055 )
Bitcoin transferred to pay the Sponsor fee
( 4 )
( 287,295 )
Net Change in unrealized appreciation (depreciation) from investment in bitcoin
—
( 57,019,947 )
Net Realized gain (loss) on investments in bitcoin
—
2,614,338
Ending balance as of June 30, 2026
5,864
$ 342,431,656
Three Months Ended June 30, 2025
Bitcoin
Fair Value
Beginning Balance as of March 31, 2025
5,784
$ 480,384,508
Bitcoin purchased
465
43,111,468
Bitcoin sold for the redemption of Shares
( 393 )
( 38,853,551 )
Bitcoin transferred to pay the Sponsor fee
( 2 )
( 242,208 )
Net change in unrealized appreciation (depreciation) from investment in bitcoin
—
130,366,125
Net realized gain (loss) on investments in bitcoin
—
11,139,128
Ending balance as of June 30, 2025
5,854
$ 625,905,470
7
The following summarizes activity in bitcoin for the six months ended
June 30, 2026 and 2025:
Six Months Ended June 30, 2026
Bitcoin
Fair Value
Beginning Balance as of December 31, 2025
5,767
$ 505,489,906
Bitcoin purchased
819
65,700,401
Bitcoin sold for the redemption of Shares
( 714 )
( 53,357,576 )
Bitcoin transferred to pay the Sponsor fee
( 8 )
( 594,693 )
Net Change in unrealized appreciation (depreciation) from investment in bitcoin
—
( 177,737,232 )
Net Realized gain (loss) on investments in bitcoin
—
2,930,850
Ending balance as of June 30, 2026
5,864
$ 342,431,656
Six Months Ended June 30, 2025
Bitcoin
Fair Value
Beginning Balance as of December 31, 2024
8,849
$ 826,306,338
Bitcoin purchased
638
60,654,997
Bitcoin sold for the redemption of Shares
( 3,624 )
( 325,524,564 )
Bitcoin transferred to pay the Sponsor fee
( 9 )
( 884,288 )
Net change in unrealized appreciation (depreciation) from investment in bitcoin
—
( 51,464,017 )
Net realized gain (loss) on investments in bitcoin
—
116,817,004
Ending balance as of June 30, 2025
5,854
$ 625,905,470
4. Trust Expenses
The Trust pays to the
Sponsor a Sponsor fee (the “Sponsor Fee”) in accordance with the Trust Agreement. The Sponsor Fee accrues daily by applying
an annual rate of 0.25 % to the Trust’s bitcoin holdings. The Sponsor Fee is paid in bitcoins at such times as determined in
the Sponsor’s sole discretion. The Trust is not responsible for paying any fees or costs associated with the transfer of bitcoin
to the Sponsor or the sale of bitcoin for costs not included in the Sponsor Fee.
The Sponsor is obligated
to assume and pay the following fees and expenses of the Trust: the Marketing Agent fee, the Administrator fee, the Custodian fee, the
Cash Custodian fee, the Transfer Agent fee, the Trustee fee, applicable license fees, including the licensing fees related to the Index
License Agreement, fees and expenses related to trading of Shares on Nasdaq (including marketing, legal and audit fees and expenses),
legal expenses, audit fees, regulatory fees, including any fees relating to the registration of the Shares with the SEC, printing and
mailing costs and costs of maintaining the Trust’s website.
U.S. Bancorp Fund Services,
LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect subsidiary of U.S. Bancorp, serves as
the Trust’s fund accountant, fund administrator and the transfer agent of the Trust, pursuant to certain fund accounting servicing,
fund administration servicing and transfer agent servicing agreements. U.S. Bank N.A., a subsidiary of U.S. Bancorp and parent company
of Fund Services, serves as the Trust’s cash custodian pursuant to a custody agreement.
Paralel Distributors
LLC (the “Marketing Agent”) serves as the Trust’s marketing agent pursuant to a marketing agent agreement.
Coinbase Custody Trust Company, LLC, BitGo
Trust Company, Inc., and Komainu (Jersey) Limited (the “Custodians”) are custodians of the Trust.
5. Creation and Redemption of Creation Units
The Trust issues Shares
on an ongoing basis, but only in one or more blocks of 5,000 Shares (a “Basket”). The Trust issues Baskets of Shares
to certain authorized participants on an ongoing basis and redeems Shares in Baskets on an ongoing basis from authorized participants.
Authorized participants
are the only persons that may place orders to create and redeem Baskets. Authorized participants must be (1) registered broker-dealers
or other securities market participants, such as banks or other financial institutions, that are not required to register as broker-dealers
to engage in securities transactions as described below, and (2) Depository Trust Company participants.
Authorized
participants pay the transfer agent a fee for each order they place to create or redeem one or more Baskets. In addition, an
authorized participant is required to reimburse the Trust or the Sponsor, as applicable, for any operational processing and
brokerage costs, transfers fees, network fees, stamp taxes and part or all of the spread between the expected bid and offer side of
the market related to the bitcoin being purchased or sold in connection with such order (the “Execution Charges”, and
collectively with the Transfer Agent Fee, the “Transaction Fees”). The Transaction Fees may be reduced, increased or
otherwise changed by the Sponsor.
8
Activity in the number and value of Shares
created and redeemed for the three months ended June 30, 2026 and 2025 is as follows:
Number of Shares
Value of Shares
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Creations
390,000
1,645,000
$ 8,258,459
$ 43,128,516
Redemptions
( 1,930,000 )
( 1,390,000 )
$ ( 40,955,337 )
$ ( 38,869,007 )
Net change in Shares created and redeemed
( 1,540,000 )
255,000
$ ( 32,696,878 )
$ 4,259,509
Activity in the number and value of Shares
created and redeemed for the six months ended June 30, 2026 and 2025 is as follows:
Number of Shares
Value of Shares
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Creations
2,900,000
2,255,000
$ 65,708,126
$ 60,709,538
Redemptions
( 2,530,000 )
( 12,810,000 )
$ ( 53,365,208 )
$ ( 325,566,996 )
Net change in Shares created and redeemed
370,000
( 10,555,000 )
$ 12,342,918
$ ( 264,857,458 )
6. Investment Transactions
For the six months ended June 30, 2026 and 2025,
the cost of purchases and proceeds from sales of bitcoin by the Trust, were as follows:
Purchases
Sales
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
$ 65,700,401
$ 60,654,997
$ 53,952,269
$ 326,408,852
7. Related Party Transactions
Certain officers of the
Trust are affiliated with the Sponsor and are not paid any fees by the Trust for serving in such capacities.
For the six months ended June 30, 2025, the Trust
incurred $ 824,349 in Sponsor Fees. For the six months ended June 30, 2026, the Trust incurred $ 563,328 in Sponsor Fees.
As of June 30, 2026,
affiliates of the Sponsor owned 18,140,000 Shares of the Trust.
8. Commitments and Contingencies
In the normal
course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s maximum
exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which have not yet
occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote.
9. Segment Reporting
The Principal
Accounting Officer of the Sponsor performs the functions of the Trust’s Chief Operating Decision Maker (“CODM”).
The CODM monitors the operating results of the Trust as a whole, and the Trust’s asset allocation is managed in accordance with its prospectus
dated July 25, 2025 (the “Prospectus”). The Trust operates as a single operating and reporting segment pursuant to its investment
objective. The Trust’s Prospectus describes the Trust’s fees, investment objective, and principal risks, among other items. The Trust’s
portfolio composition, total returns, expense ratios and changes in net assets used by the CODM to assess segment performance and make
resource allocations are consistent with the information presented within the Trust’s financial statements. The financial information
provided to and reviewed by the CODM is presented within the Trust’s financial statements.
9
10. Financial Highlights
The Trust is presenting the following financial
highlights related to investment performance and operations of a Share outstanding for the three and six months ended June 30, 2026 and
2025, respectively. The total return at NAV is based on the change in NAV of a Share during the period and the total return at market
value is based on the change in market value of a Share on the Nasdaq Stock Market, LLC during the period. An individual investor’s
return and ratios may vary based on the timing of capital transactions.
Financial Highlights (Unaudited)
For the three and six months ended June 30, 2026
and 2025:
Three Months Ended
June 30, 2026
(unaudited)
Three Months Ended
June 30, 2025 (unaudited)
Six Months Ended
June 30, 2026
(unaudited)
Six Months Ended
June 30, 2025 (unaudited)
Net Asset Value
Net Asset Value per Share, beginning of period
$ 19.24
$ 23.49
$ 24.74
$ 26.43
Net investment income (loss)
( 0.01 )
( 0.02 )
( 0.03 )
( 0.03 )
Net realized and change in unrealized Gain (loss)
( 2.77 )
6.75
( 8.25 )
3.82
Net income (loss)
( 2.78 )
6.73
( 8.28 )
3.79
Net asset value per Share, end of period
$ 16.46
$ 30.22
$ 16.46
$ 30.22
Market Value per Share, beginning of period
$ 19.13
$ 23.30
$ 24.73
$ 26.45
Market Value per Share, end of period
$ 16.55
$ 30.47
$ 16.55
$ 30.47
Ratio to average net assets
Net investment income (loss) (1)
( 0.25 )%
( 0.25 )%
( 0.25 )%
( 0.25 )%
Gross expenses (1)
0.25 %
0.25 %
0.25 %
0.25 %
Net expenses (1)
0.25 %
0.25 %
0.25 %
0.25 %
Total return, at net asset value (2)
( 14.45 )%
28.65 %
( 33.47 )%
14.34 %
Total return, at market value (2)
( 13.49 )%
30.77 %
( 33.08 )%
15.20 %
(1) Annualized
(2) Not annualized
11. Subsequent Events
The Sponsor 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 during the period.
10
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
The following discussion and analysis of our
financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our financial
statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted
accounting principles in the United States (“GAAP”).
This Quarterly Report contains “forward-looking
statements” with respect to the Trust’s financial conditions, results of operations, plans, objectives, future performance
and business. Statements preceded by, followed by or that include words such as “may,” “might,” “will,”
“should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential” or “continue,” the negative of these terms and other similar expressions are
intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this
Quarterly Report that address activities, events or developments that will or may occur in the future, including such matters as changes
in market prices and conditions (for bitcoin and the Shares), the Trust’s operations, the Sponsor’s plans and references to
the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual
events or results may differ materially. These statements are based on certain assumptions and analyses the Sponsor made based on its
perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances.
Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to
a number of risks and uncertainties, including:
● the special considerations discussed in this Quarterly Report;
● general economic, market and business conditions;
● the use of technology by us and our vendors, including the Custodians, in conducting our business, including disruptions in our computer
systems and data centers and our transition to, and quality of, new technology platforms;
● changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies;
● the costs and effects of any litigation or regulatory investigations;
● our ability to maintain a positive reputation; and
● other world economic and political developments.
Consequently, all the forward-looking statements
made in this Quarterly Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments
the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or
have the expected effects on, the Trust’s operations or the value of the Shares. Should one or more of these risks discussed in
the Quarterly Report or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially
from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor’s beliefs, estimates
and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to
update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required
by applicable laws. Moreover, neither the Trust, the Sponsor, nor any other person assumes responsibility for the accuracy and completeness
of any of these forward-looking statements. Investors are therefore cautioned against placing undue reliance on forward-looking statements.
Overview of the Trust
CoinShares Bitcoin ETF
(the “Trust”) 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”). CoinShares Co., a Delaware corporation, is the sponsor of the Trust (the
“Sponsor”). CSC Delaware Trust Company is the trustee of the Trust (the “Trustee”). U.S. 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 First 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 Agreement”). 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.
11
The 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, as amended (the “1933 Act”).
The offering of the Trust’s
Shares is registered with the Securities and Exchange Commission (the “SEC”) in accordance with the 1933 Act.
Shares of the Trust trade
on Nasdaq under the ticker symbol BRRR.
The Sponsor maintains a
website (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 filed 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 .
Investment Objectives and Principal Investment Strategies
Investment Objectives
The investment objective
of the Trust is for the Shares to reflect the performance of the value of a bitcoin as represented by the CME CF Bitcoin Reference Rate
– New York Variant (the “Index”), less the Trust’s liabilities and expenses.
Principal Investment Strategies
In seeking to achieve its
investment objective, the Trust holds bitcoin and values its Shares daily based on the value of bitcoin as reflected by the Index, which
is an independently calculated value based on an aggregation of executed trade flow of major bitcoin spot exchanges. The Sponsor is authorized
under the Trust Agreement to substitute an alternative index, reference rate, or other methodology for valuing bitcoin for the Index for
purposes of the Trust’s investment objective and valuation policies at its sole discretion and without Shareholder approval. The
Shares are designed to provide investors with a cost-effective and convenient way to invest in bitcoin.
Valuation of Bitcoin; Use of the CME CF Bitcoin Reference Rate –
New York Variant
On each day other than a
Saturday or a Sunday, or a day on which Nasdaq is closed for regular trading (a “Business Day”), as soon as practicable after
4:00 p.m. ET, the Trust evaluates the bitcoin held by the Trust as reflected by the CME CF Bitcoin Reference Rate – New York Variant
for the Bitcoin – U.S. Dollar trading pair (the “ CF Benchmarks Index”)
and determines the net asset value of the Trust and the net asset value per Share (“NAV”).
The CF Benchmarks Index is
calculated as of 4:00 p.m. ET. The CF Benchmarks Index is designed based on the IOSCO Principles for Financial Benchmarks and is a Registered
Benchmark under UK Benchmark Regulations (“BMR”). The administrator of the CF Benchmarks Index is CF Benchmarks Ltd. (the
“Index Administrator”) a UK incorporated company, authorized and regulated by the Financial Conduct Authority (“FCA”)
of the UK as a Benchmark Administrator, under UK BMR.
Results of Operations
The Three Months Ended June 30, 2026 and 2025
The Trust’s net asset
value decreased from $429,730,949 at March 31, 2026, to $342,354,115 at June 30, 2026. The change in the Trust’s net assets resulted
from a decrease in outstanding Shares, which fell from 22,335,000 at March 31, 2026, to 20,795,000 at June 30, 2026, as a result of 390,000
Shares (78 Baskets) being created and 1,930,000 Shares (386 Baskets) being redeemed during the quarter, and a decrease in the value
of bitcoin, which depreciated 14.4% from $68,198 at March 31, 2026, to $58,391 at June 30, 2026.
12
The net asset value per Share decreased
14.4% from $19.24 at March 31, 2026, to $16.46 at June 30, 2026.
The net asset value per Share
of $23.10 at May 11, 2026 was the highest during the quarter, compared with a low of $16.46 at June 30, 2026.
The decrease in net assets
from operations for the quarter ended June 30, 2026 was $54,679,956, resulting from a decrease in unrealized gain on the Trust’s
bitcoin investment of $57,019,947, realized gains on the disposition of bitcoin of $2,614,338 and Sponsor Fees incurred of $274,347.
The Trust’s net asset
value increased from $480,386,204 at March 31, 2025, to $ 625,787,170 at June 30, 2025. The
change in the Trust’s net assets resulted from an increase in outstanding Shares, which rose from 20,450,000 at March 31, 2025,
to 20,705,000 at June 30, 2025, as a result of 1,645,000 Shares being created and 1,390,000 Shares being redeemed during the quarter,
and an increase in the value of bitcoin, which appreciated 28.7% from $83,057 at March 31, 2025, to $106,930 at June 30, 2025. The net
asset value per Share increased 28.7% from $23.49 at March 31, 2025, to $30.22 at June 30, 2025.
The net asset value per Share
of $31.54 at May 22, 2025 was the highest during the quarter, compared with a low of $21.70 at April 8, 2025.
The increase in net assets
from operations for the three months ended June 30, 2025 was $141,141,457, resulting from an increase in unrealized gain on the Trust’s
bitcoin investment of $130,366,125, realized gains on the disposition of bitcoin of $11,139,128, and Sponsor Fees incurred of $363,796.
The Six Months Ended June 30, 2026 and 2025
The Trust’s net asset
value decreased from $505,380,907 at December 31, 2025, to $342,354,115 at June 30, 2026. The change in the Trust’s net assets resulted
from a decrease in the value of bitcoin, which depreciated 33.4% from $87,650 at December 31, 2025, to $58,391 at June 30, 2026, partially
offset by an increase in outstanding Shares from 20,425,000 at December 31, 2025, to 20,795,000 at June 30, 2026. The net asset value
per Share decreased 33.5% from $24.74 at December 31, 2025, to $16.46 at June 30, 2026.
The decrease in net assets from operations for
the six months ended June 30, 2026 was $175,369,710, resulting from a decrease in unrealized gain on the Trust’s bitcoin investment
of $177,737,232, realized gains on the disposition of bitcoin of $2,930,850 and Sponsor Fees incurred of $563,328.
The Trust’s net asset value decreased from
$826,115,990 at December 31, 2024, to $ 625,787,170 at June 30, 2025. The change in the Trust’s
net assets resulted from a decrease in outstanding Shares, which fell from 31,260,000 at December 31, 2024, to 20,705,000 at June 30,
2025, and an increase in the value of bitcoin, which appreciated 14.5% from $93,381 at December 31, 2024, to $106,930 at June 30, 2025.
The net asset value per Share increased 14.3% from $26.43 at December 31, 2024, to $30.22 at June 30, 2025.
The increase in net assets from operations for
the six months ended June 30, 2025 was $64,528,638, resulting from a decrease in unrealized gain on the Trust’s bitcoin investment
of $51,464,017, realized gains on the disposition of bitcoin of $116,817,004, and Sponsor Fees incurred of $824,349.
Cash Resources and Liquidity
The Trust does not hold a
cash balance except in connection with the creation and redemption of Baskets or to pay expenses not assumed by the Sponsor. To the extent
the Trust does not have available cash to facilitate redemptions or pay expenses not assumed by the Sponsor, the Trust will sell bitcoin.
When selling bitcoin on behalf of the Trust, the Sponsor endeavors to minimize the Trust’s holdings of assets other than bitcoin.
As a consequence, the Sponsor expects that the Trust will have an immaterial amount of cash flow from its operations and that its cash
balance will be insignificant at the end of each reporting period. The Trust’s only sources of cash are proceeds from the sale of
Baskets and bitcoin. The Trust will not borrow to meet liquidity needs.
In exchange for the Sponsor
Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. The Sponsor Fee accrues at an annual rate of 0.25% of
the Trust’s bitcoin holdings. As a result, the only ordinary expense of the Trust is the Sponsor Fee. The Trust is not aware of
any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.
13
Off Balance Sheet Arrangements and Contractual Obligations
The Trust has not used, nor
does it expect to use in the future, special purpose entities to facilitate off balance sheet financing arrangements and have no loan
guarantee arrangements or off balance sheet arrangements of any kind other than agreements entered into in the normal course of business,
which may include indemnification provisions related to certain risks service providers undertake in performing services for the Trust.
While the Trust’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are
not expected to have a material impact on the Trust’s financial position.
Sponsor Fee payments made
to the Sponsor are calculated as a fixed percentage of the Trust’s bitcoin holdings. As such, the Sponsor cannot anticipate the
payment amounts that will be required under these arrangements for future periods as the Trust’s net assets are not known until
a future date.
Critical Accounting Policies
Principal Market and Fair Value Determination
The Trust’s
periodic financial statements may not utilize the net asset value of the Trust determined by reference to the Index to the extent the
methodology used to calculate the Index is deemed not to be consistent with GAAP. The Trust’s periodic financial statements will
be prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 820,
“Fair Value Measurements and Disclosures” (“ASC Topic 820”) and utilize an exchange-traded price from the Trust’s
principal market for bitcoin on the Trust’s financial statement measurement date. Under GAAP, such a price is expected to be deemed
a Level 1 input in accordance with the ASC Topic 820 because it is expected to be a quoted price in active markets for identical assets
or liabilities. The Sponsor will determine at its sole discretion the valuation sources and policies used to prepare the Trust’s
financial statements in accordance with GAAP.
To determine
which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes
of calculating the Trust’s financial statements, the Trust follows ASC 820-10, which outlines the application of fair value accounting.
ASC 820-10 determines fair value to be the price that would be received for bitcoin in a current sale, which assumes an orderly transaction
between market participants on the measurement date. ASC 820-10 requires the Trust to assume that bitcoin is sold in its principal market
to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers
and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust
may transact through digital asset brokers or dealers, in multiple markets, and its application of ASC 820-10 reflects this fact. The
Trust anticipates that, while multiple venues and types of markets will be available to the digital asset brokers or dealers from whom
the Sponsor acquires or disposes of the Trust’s bitcoin, the principal market in each scenario is determined by looking at the market-based
level of volume and bitcoin trading activity. Digital asset brokers or dealers may transact in a Brokered Market, a Dealer Market, Principal-to-Principal
Markets and Exchange Markets (each as defined in the FASB ASC Master Glossary). Based on information reasonably available to the Trust,
Exchange Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Exchange Markets
as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of
the aforementioned analysis, an Exchange Market has been selected as the Trust’s principal market. The Trust determines its principal
market (or in the absence of a principal market the most advantageous market) on a quarterly basis to determine which market is its Principal
Market for the purpose of calculating fair value for the creation of quarterly and annual financial statements.
The
Sponsor has developed a process for identifying a principal market, as prescribed in ASC 820-10, which outlines the application of
fair value accounting. The process begins by identifying publicly available, well-established and reputable bitcoin trading venues
(Exchange Markets, as defined in the FASB ASC Master Glossary), which are selected by the Sponsor and its affiliates at their sole
discretion. The Sponsor then identifies the principal market for bitcoin during that period and uses the price for bitcoin from that
venue as of 4:00 p.m. ET as the principal market price.
Investment Company Considerations
The Trust
is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial
Services – Investment Companies. 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 Trust is not a registered investment company under the Investment Company Act of
1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying
notes. Actual results could differ from those estimates and these differences could be material.
14
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
As a smaller reporting company, the Trust is not
required to provide the information required by this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Trust maintains disclosure
controls and procedures that are designed to ensure that information required to be disclosed in its 1934 Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Principal Executive Officer and Chief Financial Officer of the Sponsor to allow timely decisions regarding required
disclosure.
Under the supervision and
with the participation of the Principal Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor conducted an evaluation
of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation,
the Principal Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of the end of the period covered by
this Quarterly Report on Form 10-Q, the Trust’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s internal
control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, the Trust’s internal control over financial reporting.
15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Except as set forth below, there have been no
material changes from the Risk Factors as previously disclosed in response to Item 1A. to Part I of the Trust’s Annual Report on
Form 10-K for the year ended December 31, 2025.
The open-source and
decentralized nature of Bitcoin Network development reduces certainty in the development of Bitcoin Network protocols and software. In
addition, the lack of direct compensation for core developers and general difficulty of achieving decentralized consensus around protocol
upgrades may hinder the development of beneficial upgrades to the Bitcoin Network. Development uncertainty and inflexibility in respect
of improving or proposing fixes to the Bitcoin Network could negatively impact the performance of the Trust.
The Bitcoin Network is an
open-source decentralized project without a controlling issuer or administrator of software development. As a result, core developers
contribute their time and propose upgrades and improvements to the Bitcoin Network protocols and various software implementations thereof,
often on the bitcoin repository on the website Github. Core developers’ roles evolve over time, largely based on self-determined
participation. Core developers are not generally compensated for their work on the Bitcoin Network, and such developers may cease to provide
services or migrate to alternate digital asset networks. In addition, a lack of resources may result in an inability of the Bitcoin Network
community to address novel technical issues or to achieve consensus around solutions therefor.
As with other digital asset
networks, the Bitcoin Network faces significant scaling challenges due to the fact that public Blockchains generally face a tradeoff between
security and scalability. One means through which public blockchains achieve security is decentralization, meaning that no intermediary
is responsible for securing and maintaining these systems. For example, a greater degree of decentralization generally means a given digital
asset network is less susceptible to manipulation or capture. In practice, this typically means that every single node on a given digital
asset network is responsible for securing the system by processing every transaction and maintaining a copy of the entire state of the
network. As a result, a digital asset network may be limited in the number of transactions it can process by the capabilities of each
single fully participating node. The Bitcoin Network community has failed to achieve consensus around the scaling of the Bitcoin Network
to increase transaction throughput and reduce Blockchain bloat. In 2017, the scaling debate resulted in a material, contentious hard fork
(as described below) and a variety of proposals for upgrades to the Bitcoin Network protocols to allow for more efficient transaction
recording. Both hard forks and software upgrades to address scaling may cause confusion or may not result in needed improvements, each
of which could have a negative impact on the value of an investment in the Shares.
Moreover, in the past, flaws
in the source code for digital assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed
users’ personal information and/or resulted in the theft of users’ digital assets. The cryptography underlying bitcoin could
prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic
geometry and quantum computing, could result in such cryptography becoming ineffective. On March 31, 2026, Google Quantum AI published
research indicating that the computing power needed to break the encryption protecting bitcoin and other major cryptocurrencies may be
significantly lower than previously believed, which could mean this threat arrives sooner than the industry had anticipated. In any of
these circumstances, a malicious actor may be able to take the Trust’s bitcoin, which would adversely impact the value of the Shares.
Moreover, functionality of the Bitcoin Network may be negatively affected such that it is no longer attractive to users, thereby dampening
demand for bitcoin. Even if a digital asset other than bitcoin were affected by similar circumstances, any reduction in confidence in
the source code or cryptography underlying digital assets generally could negatively affect the demand for digital assets and therefore
adversely affect the value of the Shares.
Finally, as there is no centralized
party controlling the development of the Bitcoin Network, there can be no assurance that the community as a whole will not implement changes
to the Bitcoin Network protocols that have an adverse impact on the Trust or an investment in the Shares.
16
Mathematical or technological
advances could undermine the Bitcoin Network’s consensus mechanism.
The Bitcoin Network is
premised on multiple persons competing to solve cryptographic puzzles quickly. It is possible that mathematical or technological
advances, such as the development of quantum computers with significantly more power than computers presently available, could
undermine or vitiate the cryptographic consensus mechanism underpinning the bitcoin Blockchain. Quantum computing technology is an
emerging phenomenon which, because it is still developing, makes it difficult to predict its ultimate effect on the future value of
bitcoin and other digital assets. However, recent research has suggested that quantum computing technology may be advancing faster
than previously anticipated. For example, in February 2025, Microsoft announced its Majorana 1 chip, which is claimed to have the
potential to support a one-million-qubit quantum computer. More significantly, on March 31, 2026, Google Quantum AI
published research concluding that breaking the elliptic curve cryptography underlying bitcoin and most major cryptocurrencies may
require approximately a 20-fold fewer quantum computing resources than researchers had previously estimated-potentially as
few as 500,000 physical qubits. Google stated that it published this research to “raise awareness” and urge the
cryptocurrency community to begin transitioning to stronger, quantum-resistant security standards before such computers become a
reality. Researchers affiliated with the Ethereum Foundation who co-authored the Google paper estimated at least a 10%
chance that a quantum computer capable of breaking this encryption could exist by 2032. Google has itself set 2029 as a target for
completing its own migration to quantum-resistant protections. Google’s research identified different types of potential
quantum attacks on cryptocurrencies. One type would target a transaction while it is being sent, since sending a transaction briefly
reveals information that a powerful enough quantum computer could use to steal the funds before the transaction is finalized.
Another type would target wallets whose security information has already been made public in the past, for example, through bitcoin
address reuse or certain older wallet formats, giving an attacker an extended window of time to attempt a theft. In either case, the
decentralized nature of the Bitcoin Network means there is no central authority that can reverse or recover stolen funds, making any
successful quantum attack potentially irreversible. If quantum computing technology is able to advance in that way, there is a risk
that quantum computing could result in the cryptography underlying the Bitcoin Network becoming ineffective, which, if realized,
could compromise the security of the Bitcoin Network, or allow a malicious actor to compromise the wallets holding bitcoin owned by
the Trust or others on the Bitcoin Network, which would result in losses to Shareholders. Unlike proof-of-stake networks,
the Bitcoin Network’s continued reliance on proof-of-work mining means that any quantum-driven attack on
bitcoin’s consensus mechanism through SHA-256 could also disrupt block production and network security. While
various actors in the bitcoin community are taking steps to enable the use of cryptographic algorithms that would be resistant to
advanced quantum computers, there is no guarantee that new quantum-proof architectures will be built and appropriate transitions
will be implemented across the network at scale in a timely manner; any such changes could require the achievement of broad
consensus within the Bitcoin Network community and a fork (or multiple forks), and there can be no assurance that such consensus
would be achieved or the changes implemented successfully. Additionally, even if the Bitcoin Network successfully upgrades its
security, individual users and custodians, including those holding bitcoin on behalf of the Trust, would also need to migrate their
wallets to benefit from any such upgrade. Wallets that are not migrated, or whose security information has previously been exposed,
could remain vulnerable. If any of the foregoing were to occur, it could result in losses to Shareholders. In any of these
circumstances, a malicious actor may be able to compromise the security of the Bitcoin Network or take the Trust’s bitcoin,
which would adversely affect the value of the Shares. Moreover, the functionality of the Bitcoin Network may be negatively affected
such that it is no longer attractive to users, thereby dampening demand for bitcoin. Even if another digital asset other than
bitcoin were affected by similar circumstances, any reduction in confidence in the source code or cryptography underlying digital
assets generally could negatively affect the demand for digital assets and therefore adversely affect the value of the Shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a)
Not applicable.
(b)
Not applicable.
(c)
In connection with redemptions of Baskets held by authorized participants, the Trust redeemed 386 Baskets (comprising 1,930,000 Shares) during the three months ended June 30, 2026, at an average price per Share of $21.22. The following table provides information about BRRR’s redemptions by authorized participants during the three months ended June 30, 2026:
Calendar Month
Number
of Shares
Redeemed
Average
Price
Paid per
Share
April 2026
—
$ —
May 2026
1,660,000
21.96
June 2026
270,000
16.70
Total
1,930,000
$ 21.22
17
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
(a)
All information required to be reported in a report on Form 8-K during the period covered by this Form 10-Q has been reported.
(b)
Not Applicable.
(c)
None of the Sponsor’s officers have adopted, modified or terminated 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 of 1933) for the Trust for the three months ended June 30, 2026.
Item 6. Exhibits.
The following exhibits are filed as part of this Quarterly Report
as required under Item 601 of Regulation S-K:
3.1
Certificate of Trust, incorporated by reference to Exhibit 3.2 of the Trust’s Registration Statement on Form S-1 (File No. 333-252344) filed on January 22, 2021
3.2
Certificate of Amendment to the Certificate of Trust, incorporated by reference to Exhibit 3.2 of the Trust’s Current Report on Form 8-K (File No. 001-41909) filed on June 14, 2024
3.3
Certificate of Amendment to the Certificate of Trust, incorporated by reference to Exhibit 3.2 of the Trust’s Current Report on Form 8-K (File No. 001-41909) filed on July 25, 2025
4.1
First Amended and Restated Trust Agreement, incorporated by reference to Exhibit 3.1 of the Trust’s Registration Statement on Form S-1 (File No. 333-252344) filed on December 29, 2023
4.2
First Amendment to the First Amended and Restated Trust Agreement, incorporated by reference to Exhibit 3.3 of the Trust’s Registration Statement on Form S-1 (File No. 333-252344) filed on March 15, 2024
4.3
Second Amendment to the First Amended and Restated Trust Agreement, incorporated by reference to Exhibit 4.4 of the Trust’s Current Report on Form 8-K (File No. 001-41909) filed on June 14, 2024
4.4
Third Amendment to the First Amended and Restated Trust Agreement, incorporated by reference to Exhibit 4.4 of the Trust’s Current Report on Form 8-K (File No. 001-41909) filed on July 25, 2025
31.1
Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
31.2
Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
32.1
Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
32.2
Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
101.INS
Inline XBRL Instance Document (1)
101.SCH
Inline XBRL Taxonomy Extension Schema (1)
18
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase (1)
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase (1)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase (1)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase (1)
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1)
(1)
Filed Herewith.
19
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report to be signed on its behalf
by the undersigned*, thereunto duly authorized .
COINSHARES BITCOIN ETF
Date: August 12, 2026
By:
/s/ Jean-Marie Mognetti
Name:
Jean-Marie Mognetti
Title:
Principal Executive Officer
COINSHARES BITCOIN ETF
Date: August 12, 2026
By:
/s/ Charles Butler
Name:
Charles Butler
Title:
Principal Financial Officer and Principal Accounting Officer
* The Registrant is a trust and the persons are signing in their capacities
as officers of CoinShares Co., the Sponsor of the Registrant.
20
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.