WisdomTree Bitcoin Fund 10-K

ITEM 9A. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange 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 Principal 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 Principal 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 Principal Financial Officer of the Sponsor concluded that, as of December 31, 2024, the Trust’s disclosure controls and procedures were effective. Management’s Report on Internal Control over Financial Reporting; Attestation Report of the Registered Public Accounting Firm This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Changes in Internal Control Over Financial Reporting There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, these internal controls. ITEM 9B. OTHER INFORMATION None. 73 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 74 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The Trust does not have any directors, officers or employees. The Sponsor has arranged for the creation and operation of the Trust. The following persons serve in the below capacities on behalf of the Sponsor: Name and Year of Birth Position(s) Held with the Sponsor Length of Time Served Principal Occupation(s) During the Past Five Years Jeremy Schwartz (1981) Chief Executive Officer March 2021-Present Global Chief Investment Officer for WisdomTree since 2021, Global Head of Research from 2018 to 2021 and Director of Research from 2008 to 2018. David Castano (1971) Chief Financial Officer and Treasurer March 2021-Present Head of Fund Accounting & Administration, WisdomTree Asset Management, Inc. since 2020; Director of Fund Accounting & Administration, WisdomTree Asset Management, 2011 to 2020. Ryan Louvar (1972) Chief Legal Officer and Secretary March 2021-Present Chief Legal Officer and Head of Business and Legal Affairs, WisdomTree Digital+, since 2021; General Counsel, WisdomTree Asset Management, Inc., 2013 to 2021. + WisdomTree Digital refers to the separate division within WisdomTree and its affiliates commencing in 2021 and includes the separate advisory subsidiary, WisdomTree Digital Management, Inc. commencing in 2022, money services subsidiary, WisdomTree Digital Movement, Inc., commencing in 2023, and limited purpose trust company subsidiary, WisdomTree Digital Trust Company, LLC., commencing in 2024. The Sponsor has a code of conduct (the “Code of Conduct”) that applies to those personnel of the Sponsor whose regular functions or duties involve making, participating in, or obtaining information regarding the purchase or sale of bitcoin by the Trust, and requires pre-clearance of transactions in bitcoin by such persons in excess of certain de minimis amounts. The Code of Conduct is filed as Exhibit 14.1 to this Annual Report on Form 10-K and is available free of charge upon written request sent to the Sponsor at 250 West 34th Street, 3rd Floor, New York, NY 10119. The Trust has no employees, officers, or directors and is managed by the Sponsor, which is a subsidiary of WisdomTree, Inc. WisdomTree, Inc. has adopted an Insider Trading policy, which applies to all of its employees, its subsidiaries, and itself. The Sponsor believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of securities, including Shares of the Trust, as well as the applicable rules and regulations of the Exchange. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The Trust has no employees, officers or directors and is managed by the Sponsor. None of the directors or officers of the Sponsor receive compensation from the Trust. The Trust pays the Sponsor a Sponsor Fee of 0.25%. 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. The Sponsor may, in its sole discretion and from time to time, waive all or a portion of the Sponsor Fee for stated periods of time. For the fiscal period ended December 31, 2024, the Trust incurred Sponsor Fees of $290,625 of which $211,415 had been paid at December 31, 2024. Sponsor Fees of $79,210 were unpaid at December 31, 2024 and are reported as a liability on the Statement of Assets and Liabilities. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Securities Authorized for Issuance under Equity Compensation Plans Not applicable. Security Ownership of Certain Beneficial Owners and Management The Trust has no officers or directors. There are no persons known by the Trust to own directly or indirectly beneficially more than 5% of the outstanding Shares of the Trust. 75 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE General Shareholders are dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Sponsor attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact, result in adverse consequences to the Trust. The Sponsor asserts that Shareholders have, by subscribing for Shares, consented to the conflicts of interest described below in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to investors. The Sponsor The officers, directors and personnel providing services with respect to the Sponsor do not devote their time exclusively to the Trust. These persons are directors, officers or employees of other entities, including affiliates of the Sponsor, which may compete with the Trust for their services. They could have a conflict between their responsibilities to the Trust and to those other entities. The Sponsor has sole current authority to manage the investments and operations of the Trust, and this may allow it to act in a way that furthers its own interests which may create a conflict with your best interests. Shareholders have very limited voting rights, which limit their ability to influence matters such as amendment of the Trust Agreement, change in the Trust’s basic investment policy, dissolution of the Trust, or the sale or distribution of the Trust’s assets. The Seed Investor WisdomTree, Inc., the parent of the Sponsor, purchased: (i) $50,000 in Shares at a price per Share of $50 on December 22, 2023, and (ii) $2,450,000 in Shares at a price per Share of $50 on January 8, 2024, for a total of $2,500,000, resulting in total ownership of 50,000 Shares. On December 16, 2024, 50,000 shares were sold for proceeds $5,637,003. As of December 31, 2024, WisdomTree Inc. did not own any outstanding Shares of the Trust. Prime Execution Agent The Trust may engage in sales of bitcoin by placing orders with the Prime Execution Agent. The Prime Execution Agent routes orders placed by the Sponsor through the prime execution agent execution platform (the “Trading Platform”) to a Connected Trading Venue where the order is executed. Each order placed by the Sponsor is sent, processed and settled at each Connected Trading Venue to which it is routed. The Prime Execution Agent Agreement provides that the Prime Execution Agent is subject to certain conflicts of interest, including: (i) the Trust’s orders may be routed to the Prime Execution Agent’s own execution venue where the Trust’s orders may be executed against other customers of the Prime Execution Agent or with the Coinbase acting as principal, (ii) the beneficial identity of the counterparty purchaser or seller with respect to the Trust’s orders may be unknown and therefore may inadvertently be another client of the Prime Execution Agent, (iii) the Prime Execution Agent does not engage in front-running, but is aware of the Trust’s orders or imminent orders and may execute a trade for its own inventory (or the account of an affiliate) while in possession of that knowledge and (iv) the Prime Execution Agent may act in a principal capacity with respect to certain orders. As a result of these and other conflicts, when acting as principal, the Prime Execution Agent may have an incentive to favor its own interests and the interests of its affiliates over the Trust’s interests. Proprietary and Individual Trading/Other Clients The Sponsor and its respective directors, officers, employees and/or affiliates (and the affiliates’ directors, officers and employees) may trade in the bitcoin, cryptocurrency, derivative or other markets for their own accounts and for the accounts of their clients, and in doing so may take positions opposite to those held by the Trust or ahead of may compete with the Trust for positions in the marketplace. Such trading may create conflicts of interest on behalf of one or more such persons in respect of their obligations to the Trust. Further, such transactions may not serve to benefit the Shareholders of the Trust and may have a positive or negative effect on the value of the bitcoin held by the Trust and, consequently, on the market value of bitcoin. There can be no assurance that any of the foregoing will not have an adverse effect on the performance of the Trust or its Shares. Records of proprietary trading and trading on behalf of other clients are not available for inspection by Shareholders. Internal written trading policies are also not available for inspection by Shareholders. Because the Sponsor and its respective directors, officers, employees and/or affiliates (and the affiliates’ directors, officers and employees) may trade for their own accounts at the same time that the Sponsor is managing the Trust, prospective investors should be aware that such persons may from time-to-time take positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the Trust and proprietary accounts may receive preferential treatment as it relates to the pool. 76 Resolution of Conflicts Procedures The Trust Agreement provides that whenever a conflict of interest exists between the Sponsor or any of its affiliates, on the one hand, and the Trust or any Shareholders or any other person, on the other hand, the Sponsor will resolve such conflict of interest considering the relative interest of each party (including its own interest) and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable accepted accounting practices or principles. Director Independence As a statutory trust, the Trust does not have a board of directors. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit and Non-Audit Fees The table below summarizes the fees for services performed by Ernst and Young LLP for the year ended December 31, 2024. 2024 2023 Audit fees $ 70,000 $ 52,000 Audit-related fees — — Tax fees — — All other fees 120,000 — Total $ 190,000 $ 52,000 Approval of Independent Registered Public Accounting Firm Services and Fees The Sponsor approved the services provided by the Trust’s independent registered public accounting firm described above. Fees of such services are paid for by the Sponsor and the Sponsor pre-approves, including for the year ended December 31, 2024, all audit and allowed non-audit services of the Trust’s independent registered public accounting firm, including all engagement fees and terms. 77 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. Financial Statements See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein. 2. Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included. 78 3. Exhibits Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit No. Date Filed Herewith 4.1 Amended and Restated Trust Agreement, dated as of December 28, 2023 S-1/A 333-254134 3.1 12/29/2023 4.2 Second Amended and Restated Trust Agreement, dated as of January 6, 2024 S-1/A 333-254134 3.1 1/8/2024 4.3 Certificate of Trust S-1 333-254134 3.2 3/11/2021 4.4 Amended Certificate of Trust S-1/A 333-254134 3.3 12/18/2023 4.5 Description of Registrant’s Securities X 10.1 Coinbase Prime Execution Agent Agreement (including Trade Financing Agreement) S-1/A 333-254134 10.1 12/29/2023 10.2 Coinbase Custodial Services Agreement (included in Exhibit 10.1) S-1/A 333-254134 10.1 12/29/2023 10.3 Marketing Agent Agreement , dated as of December 29, 2023 S-1/A 333-254134 10.3 12/29/2023 10.4 Custodian Agreement (Cash and Cash Equivalents) , dated as of December 21, 2023 S-1/A 333-254134 10.4 12/29/2023 10.5 Trust Administration Agreement (including Accounting) , dated as of December 21, 2023 S-1/A 333-254134 10.5 12/29/2023 10.6 Transfer Agency Agreement , dated as of December 21, 2023 S-1/A 333-254134 10.6 12/29/2023 10.7 Form of Authorized Participant Agreement S-1/A 333-254134 10.7 12/29/2023 14.1 Code of Conduct X 19.1 Insider Trading Policies and Procedures X 31.1 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Compensation Clawback Policy 10-K 333-254134 97.1 3/29/2024 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File-The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 79 ITEM 16. FORM 10-K SUMMARY None. 80 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, in the capacities* indicated, thereunto duly authorized. Signature Title Date /s/ Jeremy Schwartz Jeremy Schwartz Chief Executive Officer (Principal Executive Officer)* March 27, 2025 /s/ David Castano David Castano Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)* March 27, 2025 * The registrant is a trust and the persons are signing in their capacities as officers of WisdomTree Digital Commodity Services, LLC, the Sponsor of the registrant. WISDOMTREE BITCOIN FUND INDEX TO FINANCIAL STATEMENTS Financial Statements Report of Independent Registered Public Accounting Firm F-2 (PCAOB 42 ) Statement of Assets and Liabilities for December 31, 2024 and December 31, 2023 F-3 Schedule of Investment as of December 31, 2024 F-4 Statement of Operations for the Year Ended December 31, 2024 F-5 Statement of Changes in Net Assets for the Year Ended December 31, 2024 and for the Fiscal Period December 22, 2023 through December 31, 2023 F-6 Statement of Cash Flows for the Year Ended December 31, 2024 and the fiscal period December 22, 2023 through December 31, 2023 F-7 Notes to Financial Statements F-8 F- 1 Ernst & Young LLP One Manhattan West New York City, NY 10001 Tel: +1 212 773 3000 Fax: +1 212 773 6350 www.ey.com Report of Independent Registered Public Accounting Firm To the Shareholders and the Trustee of WisdomTree Bitcoin Fund Opinion on the Financial Statement We have audited the accompanying statement of assets and liabilities of WisdomTree Bitcoin Fund (the “Trust”) as of December 31, 2024 and 2023, and the schedule of investment as of December 31, 2024, the related statement of operations for the year ended December 31, 2024, and the related statements of changes in net assets and cash flows for the period from December 22, 2023 (date of seeding) through December 31, 2023, and for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2024 and 2023, the results of its operations for the year ended December 31, 2024, and the changes in its net assets and its cash flows for the period from December 22, 2023 (date of seeding) through December 31, 2023, and for the year ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the auditor of one or more WisdomTree investment companies since 2006. Ernst & Young LLP New York, New York March 26, 2025 F- 2 WisdomTree Bitcoin Fund Statements of Assets and Liabilities December 31, 2024 and December 31, 2023 December 31, 2024 December 31, 2023 ASSETS: Investment in bitcoin, at cost $ 233,035,069 $ – Investment in bitcoin, at fair value (Note 2) 360,596,442 – Cash – 50,000 Total Assets 360,596,442 50,000 LIABILITIES: Sponsor fee payable (Note 3) 79,210 – Total Liabilities 79,210 – COMMITMENTS AND CONTINGENCIES (NOTE 4) – – NET ASSETS $ 360,517,232 $ 50,000 Net Assets consist of: Capital Stock $ 232,041,248 $ 50,000 Total distributable earnings (loss) 128,475,984 – NET ASSETS $ 360,517,232 $ 50,000 Outstanding beneficial interest shares of $ 0.0001 par value (unlimited number of shares authorized) 3,640,000 1,000 Net Asset Value Per Share $ 99.04 $ 50.00 See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 3 WisdomTree Bitcoin Fund Schedule of Investment December 31, 2024 Investment Quantity Value DIGITAL ASSETS – 100.0 % Bitcoin (a) 3,862 $ 360,596,442 TOTAL INVESTMENT IN BITCOIN (Cost: $ 233,035,069 ) 360,596,442 Liabilities in excess of Other Assets – ( 0.0 )% ( 79,210 ) NET ASSETS – 100.0 % $ 360,517,232 (a) Non-income producing. FAIR VALUATION SUMMARY The following is a summary of the fair valuations according to the inputs used in valuing the Trust’s investments (See Note 2 – Investment Valuation): Quoted Prices in Active Markets Other Significant Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Investment in bitcoin Digital Assets $ 360,596,442 $ – $ – $ 360,596,442 Total Investment in bitcoin $ 360,596,442 $ – $ – $ 360,596,442 December 31, 2023* * As of December 31, 2023 the WisdomTree Bitcoin Fund did not hold any investments in bitcoin. See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 4 WisdomTree Bitcoin Fund Statement of Operations † † For the Year Ended December 31, 2024 INVESTMENT INCOME: Total investment income $ – EXPENSES: Sponsor fee (Note 3) 366,373 Total expenses 366,373 Expense waiver (Note 3) ( 75,748 ) Net Expenses 290,625 Net investment loss ( 290,625 ) NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT: Net realized gain from investment in bitcoin sold to pay Sponsor Fee 34,970 Net realized gain from investment in bitcoin sold for redemption of Shares 1,170,266 Net increase in unrealized appreciation on investment in bitcoin 127,561,373 Net realized and unrealized gain on investment in bitcoin 128,766,609 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 128,475,984 † No comparative Statement of Operations is shown as of December of the prior year since the WisdomTree Bitcoin Fund commenced investment operations on January 11, 2024. See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 5 WisdomTree Bitcoin Fund Statements of Changes in Net Assets For the Year Ended December 31, 2024 For the Fiscal Period December 22, 2023 through December 31, 2023 INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS: Net investment loss $ ( 290,625 ) $ – Net realized gain on investment in bitcoin sold to pay Sponsor fee 34,970 – Net realized gain on investment in bitcoin sold for net redemption of Shares 1,170,266 – Net increase in unrealized appreciation on investment in bitcoin 127,561,373 – Total increase in net assets resulting from operations 128,475,984 – CAPITAL SHARE TRANSACTIONS: Net proceeds from sale of shares 245,565,074 50,000 Cost of shares redeemed ( 13,573,826 ) – Net increase in net assets resulting from capital share transactions 231,991,248 – Net Increase in Net Assets 360,467,232 50,000 NET ASSETS: Beginning of period $ 50,000 $ – End of period $ 360,517,232 $ 50,000 SHARES CREATED AND REDEEMED Shares outstanding, beginning of period 1,000 – Shares created 3,849,000 1,000 Shares redeemed ( 210,000 ) – Shares outstanding, end of period 3,640,000 1,000 See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 6 WisdomTree Bitcoin Fund Statements of Cash Flows For the Year Ended December 31, 2024 For the Fiscal Period December 22, 2023 through December 31, 2023 Cash Flows from Operating Activities: Net increase in net assets resulting from operations $ 128,475,984 $ – ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH (USED FOR) OPERATING ACTIVITIES: Purchases of bitcoin ( 241,768,512 ) – Proceeds from bitcoin sold for net redemption of Shares 9,727,264 – Proceeds from bitcoin sold to pay Sponsor fee 211,415 – Net realized gain on investment in bitcoin ( 1,205,236 ) – Net change in unrealized appreciation from investment in bitcoin ( 127,561,373 ) – Changes in assets and liabilities: Increase in Sponsor fee payable, net 79,210 – Net cash used for operating activities ( 232,041,248 ) – CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from the sale of shares 245,565,074 50,000 Cost of shares redeemed ( 13,573,826 ) – Net cash provided by financing activities 231,991,248 50,000 Net increase (decrease) in cash ( 50,000 ) 50,000 Cash at beginning of period 50,000 – Cash at end of period $ – $ 50,000 See accompanying Notes to Financial Statements which are an integral part of the financial statements. F- 7 WisdomTree Bitcoin Fund Notes to Financial Statements December 31, 2024 1. ORGANIZATION WisdomTree Bitcoin Fund (the “Trust”) is a Delaware statutory trust organized on March 8, 2021 under Delaware law pursuant to the Delaware Statutory Trust Act (the “DTSA”) and the Second Amended and Restated Trust Agreement (the “Trust Agreement”). The Trust’s investment objective is to gain exposure to the price of bitcoin, less expenses and liabilities of the Trust’s operations. The Trust is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) that are listed on the Cboe BZX Exchange, Inc. (the “Exchange”) and trade under the ticker symbol “BTCW”. WisdomTree Digital Commodity Services, LLC (the “Sponsor”) serves as sponsor of the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for public offering in the United States and the listing of Shares on the Exchange. The Sponsor will develop and administer a marketing plan for the Trust and prepare marketing materials regarding the Shares, in each case in conjunction with Foreside Fund Services, LLC (the “Marketing Agent”). The Sponsor selects the service providers, negotiates the applicable agreements and fees and monitors the performance of the Trust. Delaware Trust Company (the “Trustee”) acts as the trustee of the Trust for the purpose of creating a Delaware statutory trust in accordance with the DSTA. The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the DSTA that the Trust have at least one Trustee with a principal place of business in the State of Delaware. Prior to December 31, 2023, the Trust had no operations other than matters relating to its organization and registration under Securities Act of 1933, as amended (the “1933 Act”). WisdomTree, Inc., the parent of the Sponsor, purchased (i) $50,000 in Shares at a price per Share of $50 on December 22, 2023, and (ii) $2,450,000 in Shares at a price per Share of $50 on January 8, 2024, for a total of $2,500,000. On December 16, 2024, WisdomTree, Inc. sold 50,000 shares of the Trust for proceeds $5,637,003. As of December 31, 2024, WisdomTree Inc. did not own any outstanding Shares of the Trust. On January 10, 2024, the Trust’s registration statement relating to the continuous public offering of its Shares was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and the Trust commenced trading on the Exchange on January 11, 2024. On November 25, 2024, the Trust transitioned its administration, accounting, transfer agency, and cash custody service provider relationship from State Street Bank and Trust Company to The Bank of New York Mellon ("BNY"). BNY serves as cash custodian, administrator, fund accountant, and transfer agent for the Trust (the “Trust Administrator” or the “Cash Custodian”). In the ordinary course of operation, the Trust will sell or redeem its Shares, in blocks of 5,000 Shares (a “Basket”) based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities). For a subscription of Shares, the subscription shall be in the amount of cash needed to purchase the amount of bitcoin represented by the Basket being created, in each case as calculated by the Trust Administrator. For a redemption of Shares, the Sponsor shall arrange for the bitcoin represented by the Basket to be sold and the cash proceeds distributed. Financial firms that are authorized to purchase or redeem Shares with the Trust (known as “Authorized Participants”) will deliver cash to the Trust’s account with the Cash Custodian in exchange for Shares when they purchase Shares and will receive cash (from the Cash Custodian), when they redeem Shares with the Trust. Shares initially comprising the same Basket but sold by the Authorized Participants to the public at different times may have different offering prices, which depend on various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market conditions at the time of a transaction. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The Trust is an investment company for GAAP purposes and follows the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”) Topic 946, Financial Services-Investment Companies. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. Cash & Cash Equivalents – Cash, if any, includes non-interest bearing, non-restricted cash maintained with the Cash Custodian. Investment Transactions and Revenue Recognition – The Trust records its investment transactions in bitcoin on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investment in bitcoin. Realized gains and losses on the Trust’s investment transactions in bitcoin are calculated using the average cost method. Use of Estimates – The preparation of financial statements in conformity with GAAP, requires management to make certain 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 and the reported amounts of increases and decreases in the net assets from operations during the reporting period. Actual results could differ from those estimates. F- 8 Investment Valuation – 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 or 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. ASC 820 has established a three-tier hierarchy of inputs to be used when determining fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk – for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – other significant observable inputs (inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means) Level 3 – significant unobservable inputs (including the Trust’s assumptions in determining the fair value of investments) The inputs or methodology used for valuation are not necessarily an indication of the risk associated with investing in those investments. The summary of fair valuations according to the inputs used in valuing the Trust’s assets as of the measurement date is included in a “Fair Valuation Summary” supplementary table in the Schedule of Investment. For the year ended December 31, 2024, there were no transfers into or out of Level 3 of the fair value hierarchy. Income Taxes – The Trust is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust itself will not be subject to United States federal income tax. Instead, the Trust’s income and expenses will “flow through” to the shareholders. Consequently, each sale of bitcoin by the Trust would constitute a taxable event to shareholders. The Sponsor evaluates tax positions taken or expected to be taken in the course of its tax treatment, and its tax reporting to its shareholders, of these positions to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet that threshold would be recorded as an expense in the current year. The Trust is required to analyze all open tax years. The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2024 and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Open tax years are those years that are open for examination by the relevant income taxing authority. As of December 31, 2024, the 2023 and 2024 tax years remain open for examination. There were no examinations in progress at period end. 3. EXPENSES, ORGANIZATION AND OFFERING COSTS The Trust pays the Sponsor a fee (the “Sponsor Fee”) in accordance with the Trust agreement and as set forth in the Prospectus. The Sponsor fee is 0.25 % per annum of the Trust’s average daily net asset value. The Sponsor Fee will accrue daily and be payable monthly in U.S. dollars. The Trust’s only ordinary recurring expense is expected to be the Sponsor Fee. 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, Coinbase Custody Trust Company LLC (the “Bitcoin Custodian”), the Cash Custodian’s 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 paid 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. F- 9 For the period that commenced on January 11, 2024 through July 11, 2024, the Sponsor waived the Sponsor Fee for the first $1.0 billion of the Trust’s assets. After the close of business on July 11, 2024, the waiver expired and was not renewed. For the year ended December 31, 2024, the Sponsor waived $ 75,748 of its fee. 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. The Trust does not have any income and will need to sell bitcoin at the price available through Coinbase Inc. (the “Prime Execution Agent”) to cover the Sponsor’s Fee and expenses not assumed by the Sponsor, if any. The Trust is responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or the sale of bitcoin. 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 and redemption order. Brokerage or transaction costs associated with the sale or transfer of bitcoin are recorded by the Trust as a reduction of realized gain or an increase in realized loss from investment in bitcoin on the Statement of Operations. Reimbursements of brokerage or transaction costs by an Authorized Participant are included in the capital share transactions activity shown on the Statements of Changes in Net Assets as an increase to “Net proceeds from sale of shares” or a decrease to “Cost of shares redeemed” . 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. 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. 4. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Trust may enter into contracts that contain a variety of representations or that provide indemnification for certain liabilities. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust has not had prior claims or losses pursuant to these contracts and believes such exposure to be remote. 5. RELATED PARTIES As of December 31, 2023, WisdomTree, Inc. owned 1,000 shares or 100 % of the outstanding Shares of the Trust. As of December 31, 2024, WisdomTree, Inc. did no t hold any shares of the Trust. 6. INDEMNIFICATION The Trust Agreement provides that the Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries (each a “Sponsor Indemnified Party”) will be indemnified by the Trust and held harmless against any loss, liability or expense incurred under the Trust Agreement without fraud, bad faith or willful misconduct on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement. The Trust’s maximum exposure under these arrangements is unknown; however, the Trust expects any risk of loss to be remote. 7. CONCENTRATION RISK Unlike other funds that may invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset class: bitcoin. This concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with bitcoin. By concentrating its investment strategy solely in bitcoin, any losses suffered as a result of a decrease in the value of bitcoin can be expected to reduce the value of an interest in the Trust and will not be offset by other gains if the Trust were to invest in underlying assets that were diversified. 8. DIGITAL ASSET RISK The Trust invests substantially all of its assets in bitcoin. Bitcoin is a digital asset ( i.e., a cryptocurrency) whose ownership and behavior are determined by participants in an online, peer-to-peer network that connects computers that run publicly accessible, or “open source”, software that follows the rules and procedures governing the bitcoin network. Bitcoin is a relatively new asset class and is subject to unique and substantial risks, and historically, has been subject to significant price volatility. The price of bitcoin could drop precipitously (including to zero). These factors and events could have a significant negative impact on the Trust. F- 10 9. CREATIONS AND REDEMPTION OF SHARES The Sponsor has the power and authority, without action or approval by the shareholders, to cause the Trust to issue Shares from time to time as it deems necessary and desirable, but only in one or more baskets (“Baskets”) of 5,000 shares based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities). The number of Shares authorized is unlimited. From time to time, the Sponsor may cause the Trust to divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust, or in any way affecting the rights, of the shareholders, without action or approval by the shareholders. The ownership of Shares are recorded on the books of the Trust and/or a transfer agent (or similar agent) for the Trust. No certificates certifying the ownership of Shares are issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of share certificates, transfer of Shares and similar matters. The record books of the Trust as kept by the Trust, or by a transfer agent (or similar agent), as the case may be, are conclusive as to the identity of the shareholders and as to the number of Shares held time to time by each. “Authorized Participants” are the only persons that may place orders to create or redeem Baskets. Each Authorized Participant must (i) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution that is not required to register as a broker-dealer to engage in securities transactions, (ii) be a participant in The Depository Trust Company, and (iii) have entered into an Authorized Participant Agreement with the Trust. The total deposit of cash required to create each Basket includes the cash equivalent of an amount of bitcoin that is in the same proportion to the total net assets of the Trust. In order to calculate the amount of cash necessary for a creation Basket, the Trust 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. To the extent there is a difference between the price actually paid by the Trust to acquire a Creation Basket worth of bitcoin in the creation process compared to the cash value of the Creation Basket ( i.e ., if there is a difference between the amount paid by the Execution Agent on behalf of the Trust to purchase the requisite amount of bitcoin and the valuation of bitcoin as part of the Trust’s NAV calculation), that difference will also be charged to the creating Authorized Participant in the form of a variable fee. For a redemption of Baskets, the Authorized Participant will be required to submit a redemption order by an early order cutoff time (the “Redemption Early Order Cutoff Time”). The Redemption Early Order Cutoff Time is 6:00 p.m. ET on the Business Day prior to the trade date. On the date of the Redemption Early Order Cutoff Time, the Trust may choose, in its sole discretion, to enter into a transaction with a bitcoin trading counterparty or the Prime Execution Agent, to sell bitcoin in exchange for cash. Also on the date of the Redemption Order Early Cutoff, the Trust instructs the Bitcoin Custodian to prepare to move the associated bitcoin from the Trust’s Vault Balance with the Bitcoin Custodian to the Trust’s Trading Balance with the Prime Execution Agent. For settlement of a redemption, the Authorized Participant delivers the necessary Shares to the Trust, a bitcoin trading counterparty or the Prime Execution Agent, as applicable, delivers the cash to the Trust associated with the Trust’s sale of bitcoin, the Trustee delivers bitcoin to the bitcoin trading counterparty’s account at the Prime Execution Agent or directly to the Prime Execution Agent, as applicable, and the Trust delivers cash to the Authorized Participant. In the event the Trust has not been able to successfully execute and complete settlement of a bitcoin transaction by the settlement date, the Authorized Participant will be given the option to (1) cancel the redemption order, or (2) accept that the Trust will continue to attempt to complete the execution, which will delay the settlement date. With respect to a redemption order, between the Trust and the Authorized Participant, the Authorized Participant will be responsible for the dollar cost of the difference between the bitcoin price utilized in calculating the NAV on the trade date and the price realized in selling the bitcoin to raise the cash needed for the cash redemption order to the extent the price realized in selling the bitcoin is lower than the bitcoin price utilized in the NAV. To the extent the price realized is selling the bitcoin is higher than the price utilized in the NAV, the Authorized Participant shall get to keep the dollar impact of any such difference. NAV per Share for purposes of facilitating creations and redemptions of the Trust is computed each business day using the CME CF Bitcoin Reference Rate – New York Variant (the “Reference Rate”) as of 4:00 p.m. Eastern Time to value the Trust’s investment in bitcoin. 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. Creation and redemption transactions of Shares of the Trust are shown in the Statements of Changes in Net Assets. 10. SEGMENT REPORTING The Trust adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The Trust operates in one segment. The segment derives its revenues from Trust investments made in accordance with the defined investment strategy of the Trust, as prescribed in the Trust’s prospectus. The accounting policies are the same as those described in Note 2 - summary of significant accounting policies. The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer of the Sponsor. The CODM monitors the operating results of the Trust. The financial information the CODM leverages to assess the segment's performance and to make decisions for the Trust's single segment, is consistent with that presented within the Trust's financial statements. F- 11 11. RECENT ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”). ASU 2023-08 requires entities to subsequently measure certain crypto assets at fair value, and changes in fair value must be recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Trust is currently evaluating the impact the adoption of this new accounting standard update will have on its financial statements and related disclosures but does not expect it will have a material impact on the Trust’s financial statements as the requirements of ASU 2023-08 generally align with the accounting requirements under ASC Topic 946. 12. FINANCIAL HIGHLIGHTS 1 Selected data for a share of beneficial interest outstanding throughout each period is presented below: Schedule of financial highlight For the Year Ended December 31, 2024 Net asset value, beginning of period $ 50.00 Investment operations: Net investment loss ( 0.15 ) Net realized and unrealized gain 49.19 Total from investment operations 49.04 Net asset value, end of period $ 99.04 TOTAL RETURN 2 98.08 % RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (000’s omitted) $ 360,517 Ratios to average net assets of: Expenses, net of expense waivers 3 0.20 % Expenses, prior to expense waivers 3 0.25 % Net investment loss 3 ( 0.20 )% 1 No comparative Financial Highlights information is shown as of December of the prior year since the WisdomTree Bitcoin Fund commenced investment operations on January 11, 2024. 2 Total return calculated for a period of less than one year is not annualized. For the period in which the Sponsor waived its fee, the total return would have been lower if such fee had not been waived (Note 3). 3 Annualized. F- 12 13. Quarterly Statement of Operations Schedule of quarterly statement of operations For the period January 11, 2024 * through Three months ended For the period January 11, 2024 * through March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 December 31, 2024 (unaudited) (unaudited) (unaudited) (unaudited) INVESTMENT INCOME: Total investment income $ - $ - $ - $ - $ - EXPENSES: Sponsor fee $ 20,085 $ 49,963 $ 99,556 $ 196,769 $ 366,373 Total expenses 20,085 49,963 99,556 196,769 366,373 Expense waiver (Note 3) ( 20,085 ) ( 49,963 ) ( 5,700 ) - ( 75,748 ) Net expenses - - 93,856 196,769 290,625 Net investment loss - - ( 93,856 ) ( 196,769 ) ( 290,625 ) NET REALIZED AND UNREALIZED GAIN ON INVESTMENT: Net realized gain on investment in bitcoin sold to pay Sponsor fee - - 348 34,622 34,970 Net realized gain on investment in bitcoin sold for net redemption of Shares 1,001,850 168,416 - - 1,170,266 Net increase in unrealized appreciation on investment in bitcoin 17,462,047 ( 10,216,376 ) 10,112,831 110,202,871 127,561,373 Net realized and unrealized gain (loss) on investment in bitcoin 18,463,897 ( 10,047,960 ) 10,113,179 110,237,493 128,766,609 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 18,463,897 $ ( 10,047,960 ) $ 10,019,323 $ 110,040,724 $ 128,475,984 * Commencement of operations date January 11, 2024. The commencement of operations date is considered to be the date the WisdomTree Bitcoin Fund began trading in the secondary market. 14. SUBSEQUENT EVENTS The Sponsor has evaluated all subsequent transactions and events through the date on which these financial statements were issued and has determined that no additional items require disclosure in these financial statements. F-13