What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-27 compared with 2024-03-29 · 265 added, 253 removed, 1607 unchanged (24% of the section changed)

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in bitcoin by other means.

Bitcoin, Bitcoin Market, Bitcoin Platforms and

Regulation of Bitcoin

Bitcoin, Bitcoin Market, Bitcoin Platforms and Regulation of Bitcoin

In this Annual Report, Bitcoin with an upper case “B” is

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Bitcoin network throughout the internet.

A user’s bitcoin wallet will either contain a copy of the Bitcoin blockchain or be

able to connect with another computer that holds a copy of the Bitcoin blockchain.

A user’s bitcoin wallet will either contain a copy of the Bitcoin blockchain or be able

to connect with another computer that holds a copy of the Bitcoin blockchain.

When a bitcoin user wishes to transfer bitcoin to another user, the

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has the ability to validate transactions and add new blocks of transactions to the blockchain.

through the use of the bitcoin software program, engage in a set of prescribed complex mathematical calculations imposed by the Bitcoin

network’s software protocol, called “proof of work”, in order to validate proposed transactions and bundle them into

a data packet known as a “block.” The first miner who successfully solves the cryptographic puzzle imposed by the Bitcoin

network’s software protocol is permitted to add a block of transactions to the Bitcoin blockchain and is rewarded by a grant of

newly-issued bitcoin, known as the “block reward.” Bitcoin is created and allocated by the Bitcoin network protocol and distributed

through a “mining” process subject to a strict, well-known issuance schedule.

Block rewards for mining are the method by

which new bitcoin is issued.

The supply of bitcoin is limited to 21 million by the Bitcoin network’s software protocol and as of

December 31, 2023, there were approximately 19.5 million bitcoin in existence.

Miners, through the use of the bitcoin software program, engage in

a set of prescribed complex mathematical calculations imposed by the Bitcoin network’s software protocol, called “proof of

work”, in order to validate proposed transactions and bundle them into a data packet known as a “block.” The first miner

who successfully solves the cryptographic puzzle imposed by the Bitcoin network’s software protocol is permitted to add a block

of transactions to the Bitcoin blockchain and is rewarded by a grant of newly-issued bitcoin, known as the “block reward.”

Bitcoin is created and allocated by the Bitcoin network protocol and distributed through a “mining” process subject to a strict,

well-known issuance schedule.

Block rewards for mining are the method by which new bitcoin is issued.

The supply of bitcoin is limited

to 21 million by the Bitcoin network’s software protocol and as of December 31, 2024, there were approximately 19.8 million bitcoin

in existence.

Confirmed and validated bitcoin transactions are recorded in blocks

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blockchain approximately every ten minutes.

Bitcoin Market

and Bitcoin Platforms

Bitcoin Market and Bitcoin Platforms

Bitcoin can be transferred in direct peer-to-peer transactions through

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to an off-platform bitcoin wallet.

of bitcoin platforms, bitcoin can be traded in over-the-counter (“OTC”) transactions that are not publicly reported.

OTC market is largely institutional in nature, and OTC market participants generally consist of institutional entities, such as firms

that offer two-sided liquidity for bitcoin, investment managers, proprietary trading firms, high-net-worth individuals that trade bitcoin

on a proprietary basis, entities with sizeable bitcoin holdings, and family offices.

The OTC market provides a relatively flexible market

in terms of quotes, price, quantity, and other factors, although it tends to involve large blocks of bitcoin.

The OTC market has no formal

structure and no open-outcry meeting place.

Parties engaging in OTC transactions will agree upon a price-often via phone or email-and

then one of the two parties will then initiate the transaction.

For example, a seller of bitcoin could initiate the transaction by sending

the bitcoin to the buyer’s bitcoin address.

Outside of bitcoin platforms, bitcoin can be traded in over-the-counter

(“OTC”) transactions that are not publicly reported.

The OTC market is largely institutional in nature, and OTC market participants

generally consist of institutional entities, such as firms that offer two-sided liquidity for bitcoin, investment managers, proprietary

trading firms, high-net-worth individuals that trade bitcoin on a proprietary basis, entities with sizeable bitcoin holdings, and family

The OTC market provides a relatively flexible market in terms of quotes, price, quantity, and other factors, although it tends

to involve large blocks of bitcoin.

The OTC market has no formal structure and no open-outcry meeting place.

Parties engaging in OTC transactions

will agree upon a price-often via phone or email-and then one of the two parties will then initiate the transaction.

For example, a seller

of bitcoin could initiate the transaction by sending the bitcoin to the buyer’s bitcoin address.

The buyer would then wire U.S.

dollars to the seller’s bank account.

are sometimes hedged and eventually settled with concomitant trades on bitcoin platforms.

OTC trades are sometimes hedged and eventually settled with concomitant trades on bitcoin

Although bitcoin was the first digital asset, in the ensuing years,

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This situation may continue in the short and medium

Regulation of

Bitcoin and Government Oversight

Regulation of Bitcoin and Government Oversight

As digital assets have grown in both popularity and market size, the

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economic sanctions laws.

In addition, with respect

to all bitcoin delivered in connection with creation requests, the party delivering bitcoin must establish an account with the Prime Execution

In addition, with respect to all

bitcoin delivered in connection with creation requests, the party delivering bitcoin must establish an account with the Prime Execution

Agent who has represented that diligence will be conducted to confirm that delivery is not from a digital currency address which has been

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The Trust and Bitcoin Prices

Bitcoin Value

and Trading Volume

Bitcoin Value and Trading Volume

The value of bitcoin is determined by the value that various market

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one or more bitcoin platforms where bitcoin is traded publicly and transparently ( e.g., Bitstamp, Coinbase, Gemini, Kraken, itBit,

and LMAX Digital).

LMAX Digital, and Bullish).

On these bitcoin platforms, bitcoin is traded with publicly disclosed

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Platforms”) over the preceding four calendar quarters:

Aggregate Trading Volume of BTC-USD Markets of CME CF Constituent Platforms*

Trading Volume of BTC-USD Markets of CME CF Constituent Platforms 1

1,300,217,284

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15,679,729,421

Spot Trading Platforms Market Share of BTC-USD Trading*

19,041,512,220

106,998,253,547

7,762,251,106

19,039,509,976

171,943,974 2

_________________________

CF Benchmarks

Bullish.com became a CME CF Constituent Platform on December 30, 2024 and thus its aggregate volume is that observed for two days (December

30 and 31, 2024)

Platforms Market Share of BTC-USD Trading 1

The domicile, regulation and legal compliance of the bitcoin platforms

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with local regulations, among other places.

to the regulatory landscape, both domestic and foreign, may impact the global trading volume of bitcoin.

For example, a large percentage

of the global bitcoin trading volume previously occurred on self-reported, unregulated bitcoin platforms located in China.

2017, however, the Chinese government took several steps to tighten controls on bitcoin platforms, culminating in a ban on domestic platforms

in November 2017, which forced such platforms to cease their operations or relocate.

As a result, reported bitcoin trading volume on

Chinese bitcoin platforms is now substantially lower, representing a de minimis share of the reported global trade volume.

Changes to the regulatory landscape, both domestic and foreign, may

impact the global trading volume of bitcoin.

For example, a large percentage of the global bitcoin trading volume previously occurred

on self-reported, unregulated bitcoin platforms located in China.

Throughout 2017, however, the Chinese government took several steps

to tighten controls on bitcoin platforms, culminating in a ban on domestic platforms in November 2017, which forced such platforms to

cease their operations or relocate.

As a result, reported bitcoin trading volume on Chinese bitcoin platforms is now substantially lower,

representing a de minimis share of the reported global trade volume.

From time to time, there may be intra-day price fluctuations across

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An “Order Book” is a list of buy and sell orders

with associated limit prices and sizes that have not yet been matched, that is reported and disseminated by CF Benchmarks Ltd., as

the BRTI calculation agent.

with associated limit prices and sizes that have not yet been matched, that is reported and disseminated by CF Benchmarks Ltd., as the

BRTI calculation agent.

The Order Books are aggregated into one consolidated order book by the BRTI calculation agent.

The mid-price

volume curve, which is the average of the bid price-volume curve (which maps transaction volume to the marginal price per cryptocurrency

unit a seller is required to accept in order to sell this volume to the consolidated order book) and the ask price-volume curve (which

maps a transaction volume to the marginal price per cryptocurrency unit a buyer is required to pay in order to purchase this volume from

the consolidated order book).

The mid-price volume

curve, which is the average of the bid price-volume curve (which maps transaction volume to the marginal price per cryptocurrency unit

a seller is required to accept in order to sell this volume to the consolidated order book) and the ask price-volume curve (which maps

a transaction volume to the marginal price per cryptocurrency unit a buyer is required to pay in order to purchase this volume from the

consolidated order book).

The mid price-volume curve is weighted by the normalized probability density of the exponential distribution

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obtained in the previous step.

_________________________

CF Benchmarks

Comprise Bitfinex, Crypto.com

Bullish.com became a CME CF Constituent Platform on December 30, 2024 and thus its share is that observed for two days (December 30 and

31, 2024) within the quarter.

The Reference Rate

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ET and has been since its launch on February 28 th ,

The index is provided by CF Benchmarks

as a Registered Benchmark under the UK Benchmarks Regulation overseen by the UK Financial Conduct Authority (“UK FCA”).

Reference Rate was created to facilitate financial products based on bitcoin.

Specifically, the Reference Rate is calculated based on

the “Relevant Transactions” (as defined below) of all of its Constituent Bitcoin Platforms, as follows:

The index is provided by CF Benchmarks as a Registered Benchmark under the UK Benchmarks Regulation overseen by the UK Financial

Conduct Authority (“UK FCA”).

The Reference Rate was created to facilitate financial products based on bitcoin.

Specifically,

the Reference Rate is calculated based on the “Relevant Transactions” (as defined below) of all of its Constituent Bitcoin

Platforms, as follows:

· All Relevant Transactions that are executed between 3:00 p.m.

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sizes of all Relevant Transactions, i.e., across all Constituent Bitcoin Platforms.

A volume-weighted median differs from a standard

median in that a weighting factor, in this case trade size, is factored into the calculation.

A volume-weighted median differs from a standard median

in that a weighting factor, in this case trade size, is factored into the calculation.

· The Reference Rate is then given by the equally-weighted average of the volume-weighted medians of all partitions.

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(HK) and Bitfinex, both of which were removed April 2017 due to trading restrictions.

As of November 20, 2023, the Constituent Platforms

As of December 31, 2024, the Constituent Platforms

A U.K.-based platform registered as an MSB with FinCEN and licensed as a virtual currency business under the NYDFS BitLicense

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It is also registered with the UK FCA as a Crypto Asset

A Gibraltar based platform operated by Bullish (GI) Limited and regulated by the GFSC as a DLT.

Once the Sponsor has actual knowledge of material changes to the Constituent

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of the Reference Rate are based on information made publicly available by the Benchmark Administrator on its website at https://www.cfbenchmarks.com.

Reference Rate used to determine the net asset value of the Trust may not be consistent with GAAP.

The Trust’s periodic financial

statements are prepared in accordance with GAAP, including the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) and utilizes a platform-traded

price from the Trust’s principal market for bitcoin on the Trust’s financial statement measurement date.

The Sponsor determines

in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP.

The Trust obtains a price from a principal market (or in the absence of a principal market, the most advantageous market) for bitcoin,

which may be through third party vendor or directly from such principal market.

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.

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, which outlines the application of fair

value accounting.

ASC 820 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 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

The Trust may transact through bitcoin trading counterparties, in multiple markets, and its application of ASC 820 reflects

The Trust anticipates that, while multiple venues and types of markets will be available to the bitcoin trading counterparties

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.

Bitcoin trading counterparties, 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

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.

Sponsor has developed a process for identifying a principal market, as prescribed in ASC 820, which outlines the application of fair

value accounting.

The process begins by identifying publicly available, well established and reputable bitcoin trading venues (Platform

Markets, as defined in the FASB ASC Master Glossary), which are selected by the Sponsor and its affiliates in their sole discretion.

Those markets include, but are not limited to, Binance, Bitfinex, Bitflyer, Bitstamp, Coinbase, Crypto.com, Gemini, HitBTC, Huobi, itBit,

Kraken, KuCoin, LMAX Digital, OKEx and Poloniex.

The Sponsor then, through a service provider, calculates on each valuation period, the

highest volume venue during the 60-minute period prior to 4:00 ET for bitcoin.

The Sponsor then identifies that market as the principal

market for bitcoin during that period, and uses the price for bitcoin from that venue at 4:00 ET as the principal market price.

The Reference Rate used to determine the net asset value of the Trust

may not be consistent with GAAP.

The Trust’s periodic financial statements are prepared in accordance with GAAP, including the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”

(“ASC 820”) and utilizes a platform-traded price from the Trust’s principal market for bitcoin on the Trust’s

financial statement measurement date.

The Sponsor determines in its sole discretion the valuation sources and policies used to prepare

the Trust’s financial statements in accordance with GAAP.

The Trust obtains a price from a principal market (or in the absence of

a principal market, the most advantageous market) for bitcoin, which may be through third party vendor or directly from such principal

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.

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, which outlines the application of fair value accounting.

ASC 820 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 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 bitcoin trading counterparties,

in multiple markets, and its application of ASC 820 reflects this fact.

The Trust anticipates that, while multiple venues and types of

markets will be available to the bitcoin trading counterparties 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.

trading counterparties, 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, which outlines the application of fair value accounting.

The process begins by identifying publicly available,

well established and reputable bitcoin trading venues (Platform Markets, as defined in the FASB ASC Master Glossary), which are selected

by the Sponsor and its affiliates in their sole discretion.

Those markets include, but are not limited to, Binance, Bitfinex, Bitflyer,

Bitstamp, Bullish, Coinbase, Crypto.com, Gemini, HitBTC, Huobi, itBit, Kraken, KuCoin, LMAX Digital, OKEx and Poloniex.

Sponsor then, through a service provider, calculates on each valuation period, the highest volume venue during the 60-minute period prior

to 4:00 ET for bitcoin .

The Sponsor then identifies that market as the principal market for bitcoin during that period, and uses

the price for bitcoin from that venue at 11:59:59 p.m.

ET as the principal market price.

To the extent there are any determinations that the Sponsor and the

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Additional Information About the Trust

Fees and Expenses

Trust pays the Sponsor a fee of 0.25% (the “Sponsor Fee”).

The Sponsor Fee is calculated on a daily basis (accrued at 1/365,

or 1/366 in a leap year, of the applicable percentage of the NAV on that day) and paid on a monthly basis.

For a six-month period commencing

on January 11, 2024 (the day the Shares are initially listed on the Exchange) and ending on July 11, 2024, the Sponsor will waive the

entire Sponsor Fee for the first $1.0 billion of the Trust’s assets.

The Trust’s Fees and Expenses

The Trust pays the Sponsor a fee of 0.25% (the “Sponsor Fee”).

The Sponsor Fee is calculated on a daily basis (accrued at 1/365, or 1/366 in a leap year, of the applicable percentage of the NAV on

that day) and paid on a monthly basis.

The Sponsor previously waived the entire Sponsor Fee on the first $1 billion of Trust assets for

the 6-month period commencing on the day the Trust’s Shares were initially listed on the Exchange.

Effective July 11, 2024, this

waiver expired, and the Sponsor is no longer waiving the Sponsor Fee.

Except for periods during which all or a portion of the Sponsor

Fee is being waived, the Sponsor Fee will accrue and be payable in U.S.

Fee was being waived, the Sponsor Fee will accrue and be payable in U.S.

The Trust’s only ordinary recurring expense is

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or sale of bitcoins by the Trust for the payment of expenses generally will be a taxable event to Shareholders.

Trust may be dissolved at any time for any reason, or for no reason at all, by the Sponsor in its sole discretion.

Any termination by

the Trust will result in the compulsory redemption of all outstanding Shares.

Termination of the Trust

The Trust may be dissolved at any time for any reason, or for no reason

at all, by the Sponsor in its sole discretion.

Any termination by the Trust will result in the compulsory redemption of all outstanding

The term of the Trust is perpetual (unless terminated earlier in certain

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in, the Trust Agreement.

Resignation, Discharge or Removal of

Resignation, Discharge or Removal of Trustee;

Successor Trustees

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The Trust Administrator

Under the Administration Agreement, dated as of December 31, 2023,

by and between the exchange-traded funds listed on Schedule A thereto and State Street Bank and Trust Company (the “Administration

Agreement”), the Trust Administrator provides certain services necessary for the operation and administration of the Trust, including

net asset value calculations, accounting and other administrative services.

Under an Administration Agreement, State Street Bank and Trust Company

through November 22, 2024 and, thereafter, The Bank of New York Mellon, serves as the Trust Administrator to provide certain services

necessary for the operation and administration of the Trust, including net asset value calculations, accounting and other administrative

The Bitcoin Custodian

The Bitcoin Custodian is responsible for safekeeping all of the bitcoin

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Agent from time to time.

The Benchmark

Administrator

The Benchmark Administrator

The Benchmark Administrator and the Sponsor’s affiliate, which

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consideration of its license of Reference Rate-related intellectual property.

Custody of the Trust’s Assets and Certain

Other Operational Matters

Custody of the Trust’s Assets and Certain Other Operational

Bitcoin Custodian

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they are resistant to being hacked.

By contrast, in hot storage, the private keys are held online, where they are more accessible,

leading to more efficient transfers, though they are potentially more vulnerable to being hacked.

The Bitcoin Custodian keeps all of the

Trust’s bitcoin in the Vault Balance ( i.e.

, cold storage) on an ongoing basis unless otherwise transferred to and maintained

in the Trading Balance, which takes place at the direction of the Sponsor in connection with creations and redemptions of Baskets, and

to sell bitcoin to pay Trust expenses or the Sponsor Fee, as necessary.

The Trust’s bitcoin held in the Vault Balance by the Bitcoin

Custodian are held in segregated wallets and therefore are not commingled with the Bitcoin Custodian’s or other customer assets.

The private key materials are stored within secure storage facilities within the U.S.

Exact locations are never disclosed

for security reasons.

A limited number of employees at the Bitcoin Custodian are involved in private key management operations, and the

Bitcoin Custodian has represented that no single individual has access to full private keys.

The Bitcoin Custodian carefully considers

the design of the physical, operational and cryptographic systems for secure storage of the Trust’s private keys in an effort to

lower the risk of loss or theft.

By contrast, in hot storage, the private keys are held online, where they are more accessible, leading

to more efficient transfers, though they are potentially more vulnerable to being hacked.

The Bitcoin Custodian keeps all of the Trust’s

bitcoin in the Vault Balance ( i.e.

, cold storage) on an ongoing basis unless otherwise transferred to and maintained in the Trading

Balance, which takes place at the direction of the Sponsor in connection with creations and redemptions of Baskets, and to sell bitcoin

to pay Trust expenses or the Sponsor Fee, as necessary.

The Trust’s bitcoin held in the Vault Balance by the Bitcoin Custodian are

held in segregated wallets and therefore are not commingled with the Bitcoin Custodian’s or other customer assets.

The private key

materials are stored within secure storage facilities within the U.S.

Exact locations are never disclosed for security reasons.

A limited number of employees at the Bitcoin Custodian are involved in private key management operations, and the Bitcoin Custodian has

represented that no single individual has access to full private keys.

The Bitcoin Custodian carefully considers the design of the physical,

operational and cryptographic systems for secure storage of the Trust’s private keys in an effort to lower the risk of loss or theft.

No such system is perfectly secure and loss or theft due to operational or other failure is always possible.

The Sponsor and the Trust’s service providers have the ability to verify the existence of the Trust’s bitcoin through information

provided from the Custodian.

The Sponsor and the Trust’s

service providers have the ability to verify the existence of the Trust’s bitcoin through information provided from the Custodian.

The Bitcoin Custodian’s internal audit team performs periodic

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willful default or fraud of the Cash Custodian.

Additional Custodial

Additional Custodial Matters

The Trust may engage third-party custodians or vendors besides the

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Trust’s holdings, but it will have no obligation whatsoever to do so or to seek any particular terms for the Trust from other such

Prime Execution

Prime Execution Agent

The Prime Execution Agent, Coinbase Inc., an affiliate of the Bitcoin

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from all possible losses or sources of losses.

Trade Credit Lender

To avoid having to pre-fund purchases or sales of bitcoin in connection

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Shareholders are limited to

(1) DTC Participants, (2) Indirect Participants, and (3) those who hold interests in the Shares through DTC Participants or Indirect

Participants, in each case who satisfy the requirements for transfers of Shares.

DTC Participants acting on behalf of Shareholders holding

Shares through such participants’ accounts in DTC follow the delivery practice applicable to securities eligible for DTC’s

Same-Day Funds Settlement System.

Shares are credited to DTC Participants’ securities accounts following confirmation of receipt

(1) DTC Participants, (2) Indirect Participants, and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants,

in each case who satisfy the requirements for transfers of Shares.

DTC Participants acting on behalf of Shareholders holding Shares through

such participants’ accounts in DTC follow the delivery practice applicable to securities eligible for DTC’s Same-Day Funds

Settlement System.

Shares are credited to DTC Participants’ securities accounts following confirmation of receipt of payment.

DTC is a limited purpose trust company organized under the laws of

the State of New York and is a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New

York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the 1934 Act.

York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange

DTC holds securities for DTC Participants and facilitates the clearance and settlement of transactions between DTC Participants through

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Creation and Redemption of Shares

Trust issues and redeems Baskets on a continuous basis.

Baskets may be created or redeemed only by Authorized Participants and are only

issued or redeemed in exchange for a corresponding amount of cash, whereby such amount of cash for a trading day is disclosed to Authorized

Participants prior to the time that the Exchange is open for regular trading on such trading day ( i.e., the night before such

trading day).

As of December 31, 2023, a Basket required delivery of approximately $250,000, although the amount of bitcoin used to determine

the cash necessary to purchase the creation of a Basket, or to be sold upon redemption of a Basket, will decrease over the life of the

Trust, due to the payment or accrual of fees and other expenses or liabilities payable by the Trust.

No Shares are issued unless the

Cash Custodian has allocated to the Trust’s account the corresponding amount of cash.

Authorized Participants pay a transaction

fee for each order they place to create or redeem one or more Baskets.

Transaction fees are expected to include commissions, taxes, and

transaction and market impact costs, as applicable, in relation to the Trust’s purchase or sale of bitcoin related thereto.

price of bitcoin, the Trust’s NAV and the price of a Basket could rise or fall substantially between the time a creation order

or redemption order is submitted and the time the amount of the purchase price in respect thereof is determined, and the risk of such

price movements will be borne solely by the Authorized Participant.

The Trust issues and redeems Baskets on a continuous basis.

may be created or redeemed only by Authorized Participants and are only issued or redeemed in exchange for a corresponding amount of cash,

whereby such amount of cash for a trading day is disclosed to Authorized Participants prior to the time that the Exchange is open for

regular trading on such trading day ( i.e., the night before such trading day).

As of December 31, 2024, a Basket required delivery

of approximately $497,200, although the amount of bitcoin used to determine the cash necessary to purchase the creation of a Basket, or

to be sold upon redemption of a Basket, will decrease over the life of the Trust, due to the payment or accrual of fees and other expenses

or liabilities payable by the Trust.

No Shares are issued unless the Cash Custodian has allocated to the Trust’s account the corresponding

amount of cash.

Authorized Participants pay a transaction fee for each order they place to create or redeem one or more Baskets.

fees are expected to include commissions, taxes, and transaction and market impact costs, as applicable, in relation to the Trust’s

purchase or sale of bitcoin related thereto.

The price of bitcoin, the Trust’s NAV and the price of a Basket could rise or fall

substantially between the time a creation order or redemption order is submitted and the time the amount of the purchase price in respect

thereof is determined, and the risk of such price movements will be borne solely by the Authorized Participant.

The transfers of bitcoin necessary for creations or redemptions require

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Basket, the Administrator multiplies the NAV per share by the number of Shares in a creation Basket (5,000).

Each night, the Sponsor

or Trust Administrator publish the amount of cash that will be required in exchange for each creation Basket the next business day.

Each night, the Sponsor or

Trust Administrator publish the amount of cash that will be required in exchange for each creation Basket the next business day.

In addition, the required cash deposit typically has a value greater

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of the Trust and is not traded, leased, or loaned under any circumstances.

Suspension or

Rejection of Redemption Orders

Suspension or Rejection of Redemption Orders

The Sponsor may, in its discretion, suspend the right of redemption,

or postpone the redemption settlement date, (1) for any period during which the Exchange is closed other than customary weekend or

holiday closings, or trading on the Exchange is suspended or restricted, (2) for any period during which an emergency (for example, an

interruption in services or availability of the Bitcoin Custodian, Cash Custodian, Administrator, or other service providers to the Trust,

act of God, catastrophe, civil disturbance, government prohibition, war, terrorism, strike or other labor dispute, fire, force majeure,

interruption in telecommunications, order entry systems, internet services, or network provider services, unavailability of Fedwire, SWIFT

or banks’ payment processes, significant technical failure, bug, error, disruption or fork of the Bitcoin network, hacking, cybersecurity

breach, or power, internet, or Bitcoin network outage, or similar event) exists as a result of which delivery, disposal or evaluation

of bitcoin is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of

the Shareholders.

For example, the Sponsor may determine that it is necessary to suspend redemptions to allow for the orderly liquidation

of the Trust’s assets.

or postpone the redemption settlement date, (1) for any period during which the Exchange is closed other than customary weekend or holiday

closings, or trading on the Exchange is suspended or restricted, (2) for any period during which an emergency (for example, an interruption

in services or availability of the Bitcoin Custodian, Cash Custodian, Administrator, or other service providers to the Trust, act of God,

catastrophe, civil disturbance, government prohibition, war, terrorism, strike or other labor dispute, fire, force majeure, interruption

in telecommunications, order entry systems, internet services, or network provider services, unavailability of Fedwire, SWIFT or banks’

payment processes, significant technical failure, bug, error, disruption or fork of the Bitcoin network, hacking, cybersecurity breach,

or power, internet, or Bitcoin network outage, or similar event) exists as a result of which delivery, disposal or evaluation of bitcoin

is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders.

For example, the Sponsor may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of the Trust’s

If the Sponsor has difficulty liquidating the Trust’s positions, e.g.

, because of a market

disruption event or an unanticipated delay in the liquidation of a position in an over-the-counter contract, it may be appropriate to

suspend redemptions until such time as such circumstances are rectified.

None of the Sponsor, the person authorized to take redemption

orders in the manner provided in the Authorized Participant Agreement, or the Bitcoin Custodian or Cash Custodian will be liable to any

person or in any way for any loss or damages that may result from any such suspension or postponement.

, because of a market disruption event or an

unanticipated delay in the liquidation of a position in an over-the-counter contract, it may be appropriate to suspend redemptions until

such time as such circumstances are rectified.

None of the Sponsor, the person authorized to take redemption orders in the manner provided

in the Authorized Participant Agreement, or the Bitcoin Custodian or Cash Custodian will be liable to any person or in any way for any

loss or damages that may result from any such suspension or postponement.

The Sponsor acting by itself or through the person authorized to take

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annual or quarterly reports.

Redemption Transaction Fee

Creation and Redemption Transaction Fee

To compensate for expenses incurred in connection with the creation

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Sponsor and the Trust if they are required by law to pay any such tax, together with any applicable penalties, additions to tax and interest

Secondary Market

Secondary Market Transactions

Authorized Participants are the only persons that may place orders

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the identity of the Shareholders and as to the number of Shares held from time to time by each.

of Limited Rights

Description of Limited Rights

The Shares do not represent a traditional investment and should not

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The Trustee or any officer, affiliate, director, employee, or agent

of the Trustee (each, an “Indemnified Person”) shall be indemnified by the Trust from and against any and all losses, damages, liabilities, claims, actions,

suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel and fees and expenses incurred in connection

with enforcement of its indemnification rights hereunder), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”),

to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect

to the performance of the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby;

provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the

willful misconduct, bad faith or negligence of an Indemnified Person.

To the fullest extent permitted by law and by the requirement for

treatment of the Trust as a grantor trust for tax purposes, Expenses to be incurred by an Indemnified Person shall, from time to time,

be advanced by, or on behalf of, Sponsor prior to the final disposition of any matter upon receipt by Sponsor of an undertaking by, or

on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be

indemnified under the Trust Agreement.

The Sponsor and its affiliates and their respective members,

managers, directors, officers, employees, agents and controlling persons (each, a “Covered Person”) have no liability to

the Trust or to any Shareholder or other Covered Person for any loss suffered by the Trust which arises out of any action or

inaction of such Covered Person if such course of conduct did not constitute fraud, bad faith or willful misconduct of such Covered

Subject to the foregoing, neither the Sponsor nor any other Covered Person are personally liable for the return or repayment

of all or any portion of the purchase price paid by a Shareholder for its Shares, it being

expressly agreed that any such return made pursuant to this Trust Agreement shall be made solely from the assets of the Trust

without any rights of contribution from the Sponsor or any other Covered Person.

A Covered Person is not liable for the conduct

or misconduct of any delegatee selected by the Sponsor with reasonable care.

The Sponsor and any other Covered Person shall be indemnified by

the Trust against any losses, judgments, liabilities, expenses and amounts arising out of or in connection with the performance of its obligations under the Trust Agreement, any actions taken in accordance with the provisions

of the Trust agreement or with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of, or performing

services for, the Trust and such liability or loss was not the result of fraud, bad faith, willful misconduct, or a material breach

of the Trust Agreement on the part of the Sponsor and (ii) any such indemnification will be recoverable only from the Trust Estate,

as defined within the Trust Agreement.

Any amounts payable to the Sponsor and any Covered Person under the Trust Agreement may be

payable in advance.

The Sponsor has no obligation to appear in, prosecute or defend any legal action that in its opinion may involve

it in any expense or liability;

provided, however, that the Sponsor may, in its discretion, undertake any action that it may deem

necessary or desirable in respect of the Trust Agreement and the rights and duties of the parties hereto and the interests of the

Shareholders and, in such event, the legal expenses and costs of any such action will be expenses and costs of the Trust and the

Sponsor will be entitled to be reimbursed therefor by the Trust.

of the Trustee (each, an “Indemnified Person”) shall be indemnified by the Trust from and against any and all losses, damages,

liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel and fees and

expenses incurred in connection with enforcement of its indemnification rights hereunder), taxes and penalties of any kind and nature

whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any

time against such Indemnified Persons with respect to the performance of the Trust Agreement, the creation, operation or termination of

the Trust or the transactions contemplated hereby;

provided, however, that the Trust shall not be required to indemnify any Indemnified

Person for any Expenses which are a result of the willful misconduct, bad faith or negligence of an Indemnified Person.

To the fullest

extent permitted by law and by the requirement for treatment of the Trust as a grantor trust for tax purposes, Expenses to be incurred

by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, Sponsor prior to the final disposition of any matter

upon receipt by Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined

that the Indemnified Person is not entitled to be indemnified under the Trust Agreement.

The Sponsor and its affiliates and their respective members, managers,

directors, officers, employees, agents and controlling persons (each, a “Covered Person”) have no liability to the Trust or

to any Shareholder or other Covered Person for any loss suffered by the Trust which arises out of any action or inaction of such Covered

Person if such course of conduct did not constitute fraud, bad faith or willful misconduct of such Covered Person.

Subject to the foregoing,

neither the Sponsor nor any other Covered Person are personally liable for the return or repayment of all or any portion of the purchase

price paid by a Shareholder for its Shares, it being expressly agreed that any such return made pursuant to this Trust Agreement shall

be made solely from the assets of the Trust without any rights of contribution from the Sponsor or any other Covered Person.

Person is not liable for the conduct or misconduct of any delegate selected by the Sponsor with reasonable care.

The Sponsor and any other Covered Person shall be indemnified by the

Trust against any losses, judgments, liabilities, expenses and amounts arising out of or in connection with the performance of its obligations

under the Trust Agreement, any actions taken in accordance with the provisions of the Trust agreement or with its activities for the Trust,

provided that (i) the Sponsor was acting on behalf of, or performing services for, the Trust and such liability or loss was not the result

of fraud, bad faith, willful misconduct, or a material breach of the Trust Agreement on the part of the Sponsor and (ii) any such indemnification

will be recoverable only from the Trust Estate, as defined within the Trust Agreement.

Any amounts payable to the Sponsor and any Covered

Person under the Trust Agreement may be payable in advance.

The Sponsor has no obligation to appear in, prosecute or defend any legal

action that in its opinion may involve it in any expense or liability;

provided, however, that the Sponsor may, in its discretion, undertake

any action that it may deem necessary or desirable in respect of the Trust Agreement and the rights and duties of the parties hereto and

the interests of the Shareholders and, in such event, the legal expenses and costs of any such action will be expenses and costs of the

Trust and the Sponsor will be entitled to be reimbursed therefor by the Trust.

Voting by Shareholders

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and each Shareholder, consent to the exclusive jurisdiction of the courts of the State of Delaware and any federal courts located in Delaware,

provided that (i) the forum selection provisions do not apply to suits brought to enforce a duty or liability created by the 1934 Act

or any other claim for which the federal courts have exclusive jurisdiction and (ii) the federal district courts of the United States

provided that (i) the forum selection provisions do not apply to suits brought to enforce a duty or liability created by the Exchange

Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) the federal district courts of the United States

of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the 1933 Act, or

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federal income tax implications of the purchase, ownership and disposition of

Taxation of the Trust

The Sponsor and the Trustee treat the Trust as a “grantor trust”

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federal income tax purposes.

Taxation of U.S.

Shareholders are treated, for U.S.

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or IR Virtual Currency.

Net Investment Income

3.8% Tax on Net Investment Income

Shareholders who are individuals are required to pay a

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in the Shares.

Brokerage Fees

and Trust Expenses

Brokerage Fees and Trust Expenses

Any brokerage or other transaction fee incurred by a Shareholder in

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may be subject to phase outs and other limitations under applicable provisions of the Code.

Investment by

Certain Retirement Plans

Investment by Certain Retirement Plans

Individual retirement accounts (“IRAs”) and participant-directed

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to the tax consequences of a purchase of Shares.

United States

Information Reporting and Backup Withholding

United States Information Reporting and Backup Withholding

The Trustee files certain information returns with the IRS, and provides

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is furnished to the IRS in a timely manner.

Jurisdictions Other Than the United States

Taxation in Jurisdictions Other Than the United States

Prospective purchasers of Shares that are based in or acting out of

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Intellectual Property

is the licensor of certain trademarks, service marks and trade names of the Trust.

WisdomTree, Inc.

also owns trademark registrations

for the Sponsor.

The Sponsor relies upon these trademarks through which it markets its services and strives to build and maintain brand

recognition in the market and among current and potential investors.

is the licensor of certain trademarks, service marks

and trade names of the Trust.

WisdomTree, Inc.

is not responsible for, and has not participated

in, the determination of the timing, prices, or quantities of Shares of the Trust to be issued or in the determination or calculation

of the equation by which the Shares of the Trust are redeemable.

also owns trademark registrations for the Sponsor.

The Sponsor relies upon these trademarks

through which it markets its services and strives to build and maintain brand recognition in the market and among current and potential

WisdomTree, Inc.

is not responsible for, and has not participated in, the determination of the timing, prices, or quantities

of Shares of the Trust to be issued or in the determination or calculation of the equation by which the Shares of the Trust are redeemable.

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