WisdomTree Bitcoin Fund 10-Q

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 unaudited financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”), which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report, “Cautionary Note Regarding Forward-Looking Statements,” and the risks described in the in Item 1A. “Risk Factors” of the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Overview The Trust is an exchange-traded fund that issues Shares that are traded on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust’s investment objective is to gain exposure to the price of bitcoin as represented by the CME CF Bitcoin Reference Rate – New York Variant (the “Reference Rate”), less expenses and liabilities of the Trust’s operations. In seeking to achieve its investment objective, the Trust holds bitcoin and values its Shares daily based on the Reference Rate, which is based on an aggregation of executed trade flow of major bitcoin platforms. On January 11, 2024, the Shares commenced trading on the Exchange under the ticker symbol “BTCW”. The following discussion and analysis was prepared to supplement information contained in the accompanying financial statements and is intended to explain certain items regarding the Trust’s financial condition as of September 30, 2024 and its results of operations for the three and nine months ended September 30, 2024. It should be read in conjunction with the unaudited financial statements and related notes thereto contained in this Quarterly Report. Critical Accounting Policies and Estimates Fair Value Determination The Trust’s investment in bitcoin is recorded on the financial statements at fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset for liability. ASC 820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability. The determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective of the reporting entity. ASC 820 defines “most advantageous market” as the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs and transportation costs. Based on the foregoing, the Trust has determined its principal market for GAAP reporting for its bitcoin investment to be the bitcoin platform operated by Coinbase, Inc. and utilizes an exchange-traded price from that principal market as of 11:59:59 p.m. Eastern Standard Time on the financial statement measurement date. The Sponsor will perform other procedures (consistent with GAAP) to value an investment in bitcoin when a market quote is not available. 13 Results of Operations Selected Financial Highlights for the Three- and Nine-Month period ended September 30, 2024 For the Three Months ended September 30, 2024 For the Nine Months ended September 30, 2024 Net investment loss $ (93,856 ) $ (93,856 ) Net realized and unrealized gain on investment in bitcoin $ 10,113,179 $ 18,529,116 Net increase in net assets resulting from operations $ 10,019,323 $ 18,435,260 Net assets $ 235,911,375 $ 235,911,375 Net realized and unrealized gain on investment in bitcoin for the nine months ended September 30, 2024 was $18,529,116 ($10,113,179 for the three months ended September 30, 2024) which, for the nine months ended September 30, 2024, includes a net change in unrealized appreciation on investment in bitcoin of $17,358,502 ($10,112,831 for the three months ended September 30, 2024). Increase in net realized and unrealized gain on investment in bitcoin for the three-month period ended September 30, 2024 was driven by bitcoin price appreciation from $63,369.30 per bitcoin as of June 30, 2024 to $63,677.63 per bitcoin as of September 30, 2024. Increase in net realized and unrealized gain on investment in bitcoin for the nine-month period ended September 30, 2024 was driven by bitcoin price appreciation from $46,411.68 per bitcoin as of January 10, 2024 (the end of day price prior to the commencement of operations) to $63,677.63 per bitcoin as of September 30, 2024. Net increase in net assets resulting from operations was $10,019,323 for the three months ended September 30, 2024 which consisted of net investment loss of -$93,856, net realized gains of $348 and $10,112,831 in unrealized appreciation on investment in bitcoin. Net increase in net assets resulting from operations was $18,435,260 for the nine months ended September 30, 2024 which consisted of net investment loss of -$93,856, net realized gains of $1,170,614 and a $17,358,502 net increase in unrealized appreciation on investment in bitcoin. Net assets increased to $235,911,375 at September 30, 2024 and total return (based on NAV per Share) for the nine-month period was 35.20% (0.43% for the three months ended September 30, 2024). For the three months ended September 30, 2024, the $154,134,881 net increase in net assets resulted from the aforementioned bitcoin price appreciation, net investment loss, net realized gain and by $144,115,558 of net increase resulting from capital share transactions. For the nine months ended September 30, 2024, the $235,861,375 net increase in net assets resulted from the aforementioned bitcoin price appreciation, net investment loss, net realized gain and by $217,426,115 of net increase resulting from capital share transactions. Net Asset Value The Trust’s NAV per Share is calculated by: · taking the Trust’s total assets including, but not limited to, the market value of bitcoin, carrying amount of cash or other assets; · subtracting any liabilities; and · dividing that total by the total number of outstanding Shares. The methodology of the Reference Rate used to value bitcoin for purposes of calculating NAV per Share may not be deemed consistent with GAAP and may be different from the value of bitcoin used in the Trust’s GAAP financial statements. To the extent the methodology used to calculate the Reference Rate is deemed not to be consistent with GAAP, the Trust will utilize an alternative GAAP-consistent pricing source for purposes of the Trust’s periodic financial statements, as further discussed below. The Trust Administrator calculates the NAV of the Trust once each Exchange trading day. The NAV for a normal trading day will be released after 4:00 p.m. Eastern Standard Time. Trading during the core trading session on the Exchange typically closes at 4:00 p.m. Eastern Standard Time. However, NAVs are not officially struck until later in the day (often by 5:30 p.m. Eastern Standard Time and almost always by 8:00 p.m. Eastern Standard Time). 14 The Sponsor believes that the Reference Rate is reflective of a reasonable valuation of the average spot price of bitcoin. However, in the event the Reference Rate is not available or is determined by the Sponsor to not be reliable, the Sponsor will “fair value” the Trust’s bitcoin holdings. The Sponsor does not anticipate that the need to “fair value” bitcoin will be a common occurrence. The Sponsor reserves the right to replace the Reference Rate with another valuation methodology which it believes will accurately track the price of bitcoin. If the Sponsor makes the decision to materially change the valuation methodology or replace either the Reference Rate or the Benchmark Administrator, the Sponsor will notify Shareholders via a posting on the Trust’s website, prospectus supplement, post-effective amendment, through a current report on Form 8-K or in the Trust’s annual or quarterly reports. The Sponsor publishes the NAV, NAV per Share and the Trust’s bitcoin holdings at www.wisdomtree.com/investments after their determination and availability. Reference Rate data and the description of the Reference Rate are based on information made publicly available by the Benchmark Administrator on its website at https://www.cfbenchmarks.com. As of September 30, 2024 (the last business day), the Trust had a net closing balance of 3,705.4872 bitcoins with a value of $234,967,352 based on the Reference Rate Price of $63,410.65, which is calculated pursuant to non-GAAP methodology. As of September 30, 2024, the total market value of the Trust’s bitcoin was $235,956,643, based on the price of a bitcoin in the principal market of $63,677.63. For the three- and nine-month period ended September 30, 2024, the Trust determined that Coinbase was its principal market. The following chart illustrates the movement in the Market Price per Share and the Trust’s NAV per Share from January 11, 2024, the date the Trust was listed on the Exchange, to September 30, 2024. 15 The table below illustrates the high and low price of bitcoin as represented by the Reference Rate and the principal market during the period ended September 30, 2024. High Low End of Period Period Reference Rate Price Principal Market Price Date Reference Rate Price Principal Market Price Date Reference Rate Price ‡ Principal Market Price For the nine-month period ended September 30, 2024 $ 73,127.23 $ 73,308.46 3/13/24 $ 39,238.43 $ 39,631.41 1/23/24 $ 63,410.65 $ 63,677.63 ‡ The Reference Rate Price shown is as of the last business day during the period. Liquidity and Capital Resources 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. The Trust will pay the Sponsor a unified fee of 0.25% per annum of the Trust’s average daily NAV (the “Sponsor Fee”) as compensation for services performed under the Trust Agreement. The Trust’s only ordinary recurring expense is expected to be the Sponsor Fee. For the period commencing on January 11, 2024 (the day the Trust’s Shares were initially listed on the Exchange) through July 11, 2024, the Sponsor waived the entire Sponsor Fee on the first $1.0 billion of Trust assets. After the close of business on July 11, 2024, the waiver expired and was not renewed. Except for periods during which all or a portion of the Sponsor Fee was waived, the Sponsor Fee will accrue and be payable in U.S. dollars. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust: the fees of the Trustee, the Trust Administrator, Fund Accountant, Transfer Agent, the Marketing Agent , the Bitcoin Custodian, the Cash Custodians’ Fee, Exchange listing fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal fees and expenses. The Sponsor will also pay the costs of the Trust’s organization and the initial sale of the Shares. There is no cap on the amount of these Sponsor paid expenses. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor Fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver. The Trust may incur certain non-recurring expenses that are not assumed by the Sponsor, including but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing charges or fees, bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the bitcoin blockchain), any indemnification of the Cash Custodian, Bitcoin Custodian, Trust Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters. Because the Trust does not have any income, it will need to sell bitcoin to cover the Sponsor’s Fee and expenses not assumed by the Sponsor, if any. The Trust may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds to cover those liabilities will be sales of bitcoin held by the Trust. Even if there are no expenses other than those assumed by the Sponsor, and there are no other liabilities of the Trust, the Trust will still need to sell bitcoin to pay the Sponsor’s Fee. 16 To cover the Sponsor’s Fee and expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to convert bitcoin into U.S. dollars at the price available through the Prime Execution Agent. The number of bitcoins represented by a Share will decline each time the Trust pays the Sponsor Fee or any Trust expenses not assumed by the Sponsor by transferring or selling bitcoins. The Trust is responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or the sale of bitcoin. However, under the terms of each Authorized Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated with the sale or transfer of bitcoin incurred in connection with the fulfillment of a creation or redemption order. We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to Shareholders. 17 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable.