UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2025
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from________ to ________
Commission File Number: 1-03480
WISDOMTREE BITCOIN FUND
(Exact name of registrant as specified in its
charter)
Delaware
99-6119726
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
250 West 34th Street , 3rd Floor
New York , New York
10119
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: ( 866 ) 909-9473
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares of Beneficial Interest of WisdomTree Bitcoin Fund
BTCW
Cboe BZX Exchange, Inc.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x
No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
¨
Accelerated Filer
¨
Non-Accelerated Filer
x
Smaller reporting company
x
Emerging growth company
x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of outstanding Shares as of
September 30, 2025: 1,505,000
WISDOMTREE BITCOIN FUND
QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
1
PART I. FINANCIAL INFORMATION
2
ITEM 1. FINANCIAL STATEMENTS
2
Statements of Assets and Liabilities
2
Schedules of Investment
3
Statements of Operations
5
Statements of Changes in Net Assets
6
Statements of Cash Flows
7
Notes to Unaudited Financial Statements
8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
18
ITEM 4. CONTROLS AND PROCEDURES
18
PART II. OTHER INFORMATION
20
Item 1. Legal Proceedings
20
Item 1A. Risk Factors
20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
20
Item 3. Defaults Upon Senior Securities
20
Item 4. Mine Safety Disclosures
20
Item 5. Other Information
20
Item 6. Exhibits
21
SIGNATURES
22
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This quarterly report on Form 10-Q contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties
and are subject to change based on various important factors, many of which may be beyond our control. In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”
or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in
this quarterly report that address activities, events or developments that will or may occur in the future, including such matters as
movements in the digital asset markets and indexes that track such movements, the Trust’s operations, the Sponsor’s plans
and references to the Trust’s future success and other similar matters, are forward-looking statements. These statements are only
predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor
has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate
in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions,
however, is subject to a number of risks and uncertainties, including the special considerations discussed in this quarterly report and
“Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”)
and in other SEC filings by the Trust, general economic, market and business conditions, changes in laws or regulations, including those
concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently,
all the forward-looking statements made in this quarterly report are qualified by these cautionary statements, and there can be no assurance
that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result
in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of its Shares. None of the
Trust, the Sponsor, or the Trustee or their respective affiliates is under a duty to update any of the forward-looking statements to conform
such statements to actual results or to a change in the Sponsor’s expectations or predictions.
Unless otherwise stated or the context otherwise
requires, the terms “we,” “our” and “us” in this quarterly report refer to the Trust.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
WisdomTree Bitcoin Fund
Statements of Assets and Liabilities
September 30, 2025 and December 31, 2024
September 30, 2025
(Unaudited)
December 31, 2024
ASSETS:
Investment in bitcoin, at cost
$ 102,920,639
$ 233,035,069
Investment in bitcoin, at fair value (Note 2)
182,033,442
360,596,442
Total Assets
182,033,442
360,596,442
LIABILITIES:
Sponsor Fee payable (Note 3)
36,928
79,210
Total Liabilities
36,928
79,210
COMMITMENTS AND CONTINGENCIES (Note 4)
–
–
NET ASSETS
$ 181,996,514
$ 360,517,232
Net Assets consist of:
Capital Stock
$ 45,979,779
$ 232,041,248
Total earnings (loss)
136,016,735
128,475,984
NET ASSETS
$ 181,996,514
$ 360,517,232
Outstanding beneficial interest shares of $ 0.0001 par value (unlimited number of shares authorized)
1,505,000
3,640,000
Net Asset Value Per Share
$ 120.93
$ 99.04
See accompanying Notes to Unaudited Financial
Statements which are an integral part of the financial statements.
2
WisdomTree Bitcoin Fund
Schedules of Investment
September 30, 2025
(Unaudited)
Investment
Quantity
Value
DIGITAL ASSETS – 100.0 %
Bitcoin (a)
1,594
$ 182,033,442
TOTAL INVESTMENT IN BITCOIN
(Cost: $ 102,920,639 )
182,033,442
Liabilities in excess of Other Assets – ( 0.0 )%
( 36,928 )
NET ASSETS – 100.0 %
$ 181,996,514
(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
(Level 1)
Other
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets:
Investment in bitcoin
Digital Assets
$ 182,033,442
$ —
$ —
$ 182,033,442
Total Investment in bitcoin
$ 182,033,442
$ —
$ —
$ 182,033,442
See accompanying Notes to Unaudited Financial
Statements which are an integral part of the financial statements.
3
WisdomTree Bitcoin Fund
Schedules 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
(Level 1)
Other
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(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
See accompanying Notes to Unaudited Financial
Statements which are an integral part of the financial statements.
4
WisdomTree Bitcoin Fund
Statements of Operations
For the Three
Months ended
September 30,
2025
(Unaudited)
For the Three
Months ended
September 30,
2024
(Unaudited)
For the Nine
months ended
September 30,
2025
(Unaudited)
For
the Period
January 11,
2024 * through
September 30,
2024
(Unaudited)
INVESTMENT INCOME:
Total investment income
$
—
$
—
$
—
$
—
EXPENSES:
Sponsor Fee (Note 3)
113,409
99,556
413,684
169,604
Total expenses
113,409
99,556
413,684
169,604
Expense waiver (Note 3)
–
( 5,700 )
–
( 75,748 )
Net expenses
113,409
93,856
413,684
93,856
Net investment loss
( 113,409
)
( 93,856
)
( 413,684
)
( 93,856
)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT:
Net realized gain from investment in bitcoin sold to pay Sponsor Fee
46,950
348
164,386
348
Net realized gain from investment in bitcoin sold for net redemption of Shares
—
—
56,238,619
1,170,266
Net increase (decrease) in unrealized appreciation (depreciation) on investment in bitcoin
10,775,996
10,112,831
( 48,448,570 )
17,358,502
Net realized and unrealized gain on investment in bitcoin
10,822,946
10,113,179
7,954,435
18,529,116
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ 10,709,537
$ 10,019,323
$ 7,540,751
$ 18,435,260
*
Commencement of operations date January 11, 2024. The commencement of operations date is considered to
be the date WisdomTree Bitcoin Fund began trading in the secondary market.
See accompanying Notes to Unaudited Financial
Statements which are an integral part of the financial statements.
5
WisdomTree Bitcoin Fund
Statements of Changes in Net Assets
For the Three
Months ended
September 30,
2025
(Unaudited)
For the Three
Months ended
September 30,
2024
(Unaudited)
For the Nine
months ended
September 30,
2025
(Unaudited)
For the Nine
months Ended
September 30,
2024
(Unaudited)
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment loss
$ ( 113,409 )
$ ( 93,856 )
$ ( 413,684 )
$ ( 93,856 )
Net realized gain from investment in bitcoin sold to pay Sponsor Fee
46,950
348
164,386
348
Net realized gain from investment in bitcoin sold for net redemption of Shares
—
—
56,238,619
1,170,266
Net increase (decrease) in unrealized appreciation on investment in bitcoin
10,775,996
10,112,831
( 48,448,570 )
17,358,502
Total increase in net assets resulting from operations
10,709,537
10,019,323
7,540,751
18,435,260
CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares
5,414,370
144,115,558
34,326,646
230,999,941
Cost of shares redeemed
—
—
( 220,388,115 )
( 13,573,826 )
Net increase (decrease) in net assets resulting from capital share transactions
5,414,370
144,115,558
( 186,061,469 )
217,426,115
Net Increase (Decrease) in Net Assets
16,123,907
154,134,881
( 178,520,718 )
235,861,375
NET ASSETS:
Beginning of period
$ 165,872,607
$ 81,776,494
$ 360,517,232
$ 50,000
End of period
$ 181,996,514
$ 235,911,375
$ 181,996,514
$ 235,911,375
SHARES CREATED AND REDEEMED
Shares outstanding, beginning of period
1,460,000
1,215,000
3,640,000
1,000
Shares created
45,000
2,275,000
320,000
3,699,000
Shares redeemed
—
—
( 2,455,000 )
( 210,000 )
Shares outstanding, end of period
1,505,000
3,490,000
1,505,000
3,490,000
See accompanying Notes to Unaudited Financial
Statements which are an integral part of the financial statements.
6
WisdomTree Bitcoin Fund
Statements of Cash Flows
For the Nine months
ended September 30,
2025
(Unaudited)
For the Nine months
Ended
September 30, 2024
(Unaudited)
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations
$ 7,540,751
$ 18,435,260
ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS TO NET
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
Purchases of bitcoin
( 34,327,170 )
( 227,203,379 )
Proceeds from sales of bitcoin sold for net redemption of shares
220,388,588
9,727,264
Proceeds from sales of bitcoin sold to pay Sponsor Fee
456,017
48,588
Net realized gain on investment in bitcoin
( 56,403,005 )
( 1,170,614 )
Net change in unrealized (appreciation) depreciation from investment in bitcoin
48,448,570
( 17,358,502 )
Changes in assets and liabilities:
Decrease in Sponsor Fee payable, net
( 42,282 )
45,268
Net cash provided by (used for) operating activities
186,061,469
( 217,476,115 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from the sale of shares
34,326,646
230,999,941
Cost of shares redeemed
( 220,388,115 )
( 13,573,826 )
Net cash provided by (used for) financing activities
( 186,061,469 )
217,426,115
Net increase (decrease) in cash
—
( 50,000 )
Cash at beginning of period
—
50,000
Cash at end of period
$ —
$ —
See accompanying Notes to Unaudited Financial
Statements which are an integral part of the financial statements.
7
WisdomTree Bitcoin Fund
Notes to Unaudited Financial Statements
September 30, 2025
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 and did not own any shares of the Trust as of that date. 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.
Coinbase Custody Trust Company LLC (the “Bitcoin Custodian”) is the custodian of the Trust with respect to the Trust’s
bitcoin holdings, and the Bank of New York Mellon ("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.
8
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.
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 and the reporting entity
must have access to the principal (or most advantageous) market at the measurement date. 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 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 nine months ended September 30, 2025 and
the fiscal year ended December 31, 2024, there were no transfers into or out of Level 3 of the fair value hierarchy, respectively.
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. All tax years since inception remain open for examination. There were no examinations in progress
at period end.
9
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, 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. For the nine months ended September 30, 2025 and the period from January 11, 2024 (commencement
of operations) through September 30, 2024, the Trust accrued a Sponsor Fee of $ 413,684 and $ 169,604 , respectively.
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 nine months ended September 30, 2024, the Sponsor Fee amount waived
totaled $ 75,748 .
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. 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.
10
6. 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.
7. 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.
8. 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.
11
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.
9. SEGMENT REPORTING
The Trust adopted FASB Accounting Standards
Update (“ASU“) 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.
10. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued 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. Entities following ASC Topic 946, Financial Services-Investment Companies should continue
to present amounts related to crypto assets in their financial statements in accordance with that industry-specific guidance. ASU 2023-08
does not impact the Trust’s financial statements as the Trust presents its bitcoin investment in its financial statements in accordance
with ASC Topic 946.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) which enhance income
tax disclosures, including amendments that require greater disaggregation of disclosures related to income taxes paid by jurisdiction.
ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. Management is currently
evaluating the impact of the ASU 2023-09 on the Trust’s financial Statements.
12
11. FINANCIAL HIGHLIGHTS
The Trust is presenting the following NAV and financial highlights
related to investment performance for a Share outstanding for the three and nine month periods ended September 30, 2025 and 2024. An individual
investor’s return and ratios may vary based on the timing of capital transactions.
Selected data for a share of beneficial interest
outstanding throughout each period is presented below:
Schedule of financial highlights
For the Three
Months Ended
September 30, 2025
(Unaudited)
For the Three
Months Ended
September 30, 2024
(Unaudited)
For the Nine Months
Ended
September 30, 2025
(Unaudited)
For
the Nine Months
Ended
September 30, 2024
(Unaudited)
Net asset value, beginning of period
$ 113.61
$ 67.31
$ 99.04
$ 50.00
Investment operations:
Net investment loss
( 0.08 )
( 0.04 )
( 0.20 )
( 0.07 )
Net realized and unrealized gain
7.40
0.33
22.09
17.67
Total from investment operations
7.32
0.29
21.89
17.60
Net asset value, end of period
$ 120.93
$ 67.60
$ 120.93
$ 67.60
TOTAL RETURN 1
6.44 %
0.43 %
22.10 %
35.20 %
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000’s omitted)
$ 181,997
$ 235,911
$ 181,997
$ 235,911
Ratios to average net assets of:
Expenses, net of expense waivers 2
0.25 %
0.24 %
0.25 %
0.14 %
Expenses, prior to expense waivers 2
0.25 %
0.25 %
0.25 %
0.25 %
Net investment loss 2
( 0.25 )%
( 0.24 )%
( 0.25 )%
( 0.14 )%
1
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).
2
Annualized.
12. 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.
13
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of our financial
condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial
statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”), which have
been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The following discussion
may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from
those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not
limited to, those discussed below and elsewhere in this Quarterly Report, “Cautionary Note Regarding Forward-Looking Statements,”
and the risks described in the in Item 1A. “Risk Factors” of the Trust’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2024.
Overview
The Trust is an exchange-traded fund that issues
Shares that are traded on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust’s investment objective is to gain
exposure to the price of bitcoin as represented by the CME CF Bitcoin Reference Rate – New York Variant (the “Reference Rate”),
less expenses and liabilities of the Trust’s operations. In seeking to achieve its investment objective, the Trust holds bitcoin
and values its Shares daily based on the Reference Rate, which is based on an aggregation of executed trade flow of major bitcoin platforms.
On January 11, 2024, the Shares commenced trading on the Exchange under the ticker symbol “BTCW”.
The following discussion and analysis was prepared
to supplement information contained in the accompanying financial statements and is intended to explain certain items regarding the Trust’s
financial condition as of September 30, 2025 and its results of operations for the three and nine months ended September 30, 2025, the
three months ended September 30, 2024, and the period January 11, 2024 (commencement of operations) to September 30, 2024. It should be
read in conjunction with the unaudited financial statements and related notes thereto contained in this Quarterly Report.
Critical Accounting Policies and Estimates
Fair Value Determination
The Trust’s investment in bitcoin is recorded
on the financial statements at fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”
(“ASC 820”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell
the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal
market, in the most advantageous market for the asset for liability. ASC 820 defines “principal market” as the market with
the greatest volume and level of activity for the asset or liability. The determination of the principal market (and, as a result, the
market participants in the principal market) is made from the perspective of the reporting entity and the reporting entity must have access
to the principal (or most advantageous) market at the measurement date. 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 p.m. Eastern Standard Time on the financial statement measurement date. The Sponsor will perform
other procedures (consistent with GAAP) to value an investment in bitcoin when a market quote is not available.
14
Results of Operations
Selected Financial Highlights for the three and nine months ended
September 30, 2025, three months ended September 30, 2024, and the period January 11, 2024 (commencement of operations) to September 30,
2024
For the Three
Months Ended
September 30,
2025
(Unaudited)
For the Three
Months Ended
September 30,
2024
(Unaudited)
For the Nine
months Ended
September 30,
2025
(Unaudited)
For the Period
January 11, 2024*
through
September 30,
2024
(Unaudited)
Net investment loss
$ (113,409 )
$ (93,856 )
$ (413,684 )
$ (93,856 )
Net realized and unrealized gain on investment in bitcoin
$ 10,822,946
$ 10,113,179
$ 7,954,435
$ 18,529,116
Net increase in net assets resulting from operations
$ 10,709,537
$ 10,019,323
$ 7,540,751
$ 18,435,260
Net assets
$ 181,996,514
$ 235,911,375
$ 181,996,514
$ 235,911,375
* Commencement of operations.
For the Three Months Ended September 30, 2025 Compared to the
Three Months Ended September 30, 2024
Net realized and unrealized gain on
investment in bitcoin for the three months ended September 30, 2025 was $10,822,946 which includes a net realized gain of $46,950 on
the sale of bitcoin to pay the Sponsor’s Fee and a net change in unrealized appreciation on investment in bitcoin of
$10,775,996. Net realized and unrealized gain on investment in bitcoin for the three-month period ending September 30, 2025 was
driven by bitcoin price appreciation from $107,221.44 per bitcoin as of June 30, 2025 to $114,198.94 per bitcoin as of September 30,
2025. Net increase in net assets resulting from operations was $10,709,537 for the three months ended September 30, 2025, which
consisted of net investment loss of $(113,409), net realized gain of $46,950 and $10,775,996 net increase in unrealized appreciation
on investment in bitcoin. Net assets increased to $181,996,514 at September 30, 2025 and total return (based on NAV per Share) for
the three months ended September 30, 2025 was 6.44%. For the three months ended September 30, 2025, the $16,123,907 net increase in
net assets resulted from the aforementioned net increase in net assets resulting from operations in addition to a $5,414,370 increase
resulting from capital share transactions.
Bitcoin posted positive returns in the third quarter
of 2025 as supportive regulatory developments related to digital assets in the United States, such as the digital assets market structure
bill, the CLARITY Act, and the Anti-CDBC Surveillance State Act progressed, and the passage of the stablecoin-focused legislation, the
GENIUS Act. The broader macroeconomic backdrop also lent support, with the restart of the Federal Reserve’s easing cycle supporting
the appetite for digital asset products.
Net realized and unrealized gain on
investment in bitcoin for the three months ended September 30, 2024 was $10,113,179 which includes a net realized gain of $348 on
the sale of bitcoin to pay the Sponsor’s Fee and a net change in unrealized appreciation on investment in bitcoin of
$10,112,831. Net realized and unrealized gain on investment in bitcoin for the three-month period ending September 30, 2024 was
driven by bitcoin price appreciation from $63,369.30 per bitcoin as of June 30, 2024 to $63,677.63 per bitcoin as of September 30,
2024. Net increase in net assets resulting from operations was $10,019,323 for the three months ended September 30, 2024, which
consisted of net investment loss of $(93,856), net realized gain of $348 and $10,112,831 net increase in unrealized appreciation on
investment in bitcoin. Net assets increased to $235,911,375 at September 30, 2024 and total return (based on NAV per Share) for the
three months ended September 30, 2024 was 0.43%. For the three months ended September 30, 2024, the $154,134,881 net increase in net
assets resulted from the aforementioned net increase in net assets resulting from operations in addition to a $144,115,558 increase
resulting from capital share transactions.
Bitcoin posted positive performance in the third
quarter of 2024, fueled by bullish sentiment for cryptocurrencies. Although bitcoin was generally trending lower since mid-March 2024
due to reduced risk appetite, market expectations for a potential second term as president by former President Trump, who is viewed as
“crypto-friendly”, lent support to digital assets.
For the Nine Months Ended September 30,
2025 Compared to the Period January 11, 2024 (Commencement of Operations) to September 30, 2024
Net realized and unrealized gain on
investment in bitcoin for the nine months ended September 30, 2025 was $7,954,435 which includes a net realized gain of $164,386 on
the sale of bitcoin to pay the Sponsor’s Fee, a net realized gain of $56,238,619 on the sale of bitcoin to meet redemptions
and a net decrease in unrealized appreciation on investment in bitcoin of $(48,448,570). Net realized and unrealized gain on
investment in bitcoin for the nine months ended September 30, 2025 was driven by bitcoin price appreciation from $93,358.58 per
bitcoin as of December 31, 2024 to $114,198.94 per bitcoin as of September 30, 2025. Net increase in net assets resulting from
operations was $7,540,751 for the nine-month period ended September 30, 2025, which consisted of net investment loss of $(413,684),
net realized gain of $56,403,005 and $(48,448,570) net decrease in unrealized appreciation on investment in bitcoin. Net assets
decreased to $181,996,514 at September 30, 2025 and total return (based on NAV per Share) for the nine-month period ended September
30, 2025 was 22.10%. For the nine months ended September 30, 2025, the $(178,520,718) net decrease in net assets resulted from the
aforementioned net increase in net assets resulting from operations offset by a $(186,061,469) net decrease resulting from capital
share transactions.
15
Bitcoin posted strong gains in the first three
quarters of 2025. After experiencing losses early in the year due to a dip in sentiment and the ByBit hack that temporarily fueled crypto-related
cybersecurity concerns, bitcoin rebounded in the second and third quarters. Recovering sentiment and the supportive digital assets-related
regulatory developments in the United States, such as the adoption of the GENIUS Act, provided tailwinds for digital assets overall. The
lead-up to the U.S. federal government shutdown also contributed to a supportive backdrop for bitcoin demand.
Net realized and unrealized gain on
investment in bitcoin for the period January 11, 2024 (commencement of operations) through September 30, 2024 (the
“Period“) was $18,529,116 which includes a net realized gain of $348 on the sale of bitcoin to pay the
Sponsor’s fee, a net realized gain of $1,170,266 on the sale of bitcoin to meet redemptions and a net increase in unrealized
appreciation on investment in bitcoin of $17,358,502. Net realized and unrealized gain on investment in bitcoin for the Period was driven by bitcoin price appreciation from $46,411.68 per bitcoin as of January 10, 2024 (the
end of day price prior to the commencement of operations) to $63,677.63 per bitcoin as of September 30, 2024. Net increase in net
assets resulting from operations was $18,435,260 for the Period, which consisted of net investment loss of $(93,856), net realized
gain of $1,170,614 and $17,358,502 net increase in unrealized appreciation on investment in bitcoin. Net assets increased to
$235,911,375 at September 30, 2024 and total return (based on NAV per Share) for the Period was
35.20%. For the Period, the $235,861,375 net increase in net assets resulted from the
aforementioned net increase in net assets resulting from operations and by a $217,426,115 net increase resulting from capital share
transactions.
For the period January 11, 2024
(commencement of operations) through September 30, 2024, bitcoin’s spot price rallied over 35%, leading to strong gains for
the Trust. The rally was initially driven by spot bitcoin ETP demand following their historic launch on January 11, 2024, and the
anticipation leading up to the April 2024 bitcoin halving event, which has historically provided upside potential for bitcoin.
However, after hitting a record high at the time in March 2024 of $73,000, bitcoin prices trended lower. The third quarter was a
positive quarter for bitcoin fueled by market expectations for a potential second term as president by former President Trump.
Net Asset Value
The Trust’s NAV per Share is calculated
by:
· taking the Trust’s total assets including, but not limited to, the market value of bitcoin, carrying
amount of cash or other assets;
· subtracting any liabilities; and
· dividing that total by the total number of outstanding Shares.
The methodology of the Reference Rate used to
value bitcoin for purposes of calculating NAV per Share may not be deemed consistent with GAAP and may be different from the value of
bitcoin used in the Trust’s GAAP financial statements. To the extent the methodology used to calculate the Reference Rate is deemed
not to be consistent with GAAP, the Trust will utilize an alternative GAAP-consistent pricing source for purposes of the Trust’s
periodic financial statements, as further discussed below.
The Trust Administrator calculates the NAV of
the Trust once each Exchange trading day. The NAV for a normal trading day will be released after 4:00 p.m. Eastern Standard Time. Trading
during the core trading session on the Exchange typically closes at 4:00 p.m. Eastern Standard Time. However, NAVs are not officially
struck until later in the day (often by 5:30 p.m. Eastern Standard Time and almost always by 8:00 p.m. Eastern Standard Time).
The Sponsor believes that the Reference Rate is
reflective of a reasonable valuation of the average spot price of bitcoin. However, in the event the Reference Rate is not available or
is determined by the Sponsor to not be reliable, the Sponsor will “fair value” the Trust’s bitcoin holdings. The Sponsor
does not anticipate that the need to “fair value” bitcoin will be a common occurrence. The Sponsor reserves the right to replace
the Reference Rate with another valuation methodology which it believes will accurately track the price of bitcoin. If the Sponsor makes
the decision to materially change the valuation methodology or replace either the Reference Rate or the Benchmark Administrator, the Sponsor
will notify Shareholders via a posting on the Trust’s website, prospectus supplement, post-effective amendment, through a current
report on Form 8-K or in the Trust’s annual or quarterly reports.
16
The Sponsor publishes the NAV, NAV per Share and
the Trust’s bitcoin holdings at www.wisdomtree.com/investments after their determination and availability. Reference Rate data and
the description of the Reference Rate are based on information made publicly available by the Benchmark Administrator on its website at
https://www.cfbenchmarks.com.
As of September 30, 2025, the Trust had a net
closing balance of 1,594.0029 bitcoins with a value of $181,851,502 based on the Reference Rate Price of $114,084.80, which is calculated
pursuant to non-GAAP methodology. For the three-month period ended September 30, 2025, the Trust determined that Coinbase was its principal
market. As of September 30, 2025, the total market value of the Trust’s bitcoin was $182,033,442, based on the price of bitcoin
in the principal market of $114,198.94.
The following chart(s) illustrates the movement
in the Market Price per Share and the Trust’s NAV per Share for the three and nine months ended September 30, 2025.
The table below illustrates the high and low price
of bitcoin as represented by the Reference Rate and the principal market during the three and nine months ended September 30, 2025.
High
Low
End of Period
Period
Reference
Rate Price
Principal
Market
Price
Date
Reference
Rate Price
Principal
Market
Price
Date
Reference
Rate
Price ‡
Principal
Market
Price
For the three-month period ended September 30, 2025
$ 122,314.70
$ 123,396.86
8/13/25
$ 105,609.10
$ 106,229.67
7/1/25
$ 114,084.80
$ 114,198.94
For the nine-month period ended September 30, 2025
$ 122,314.70
$ 123,396.86
8/13/25
$ 76,737.31
$ 75,012.31
4/8/25
$ 114,084.80
$ 114,198.94
‡ The Reference Rate Price shown is as of the last business day during the period.
Liquidity and Capital Resources
The Trust is not aware of any trends, demands,
conditions or events that are reasonably likely to result in material changes to its liquidity needs.
17
The Trust
will pay the Sponsor a unified fee of 0.25% per annum of the Trust’s average daily NAV (the “Sponsor Fee”) as compensation
for services performed under the Trust Agreement. The Trust’s only ordinary recurring expense is expected to be the Sponsor Fee.
For the period commencing on January 11, 2024 (the day the Trust’s Shares were initially listed on the Exchange) through July 11,
2024, the Sponsor waived the entire Sponsor Fee on the first $1.0 billion of Trust assets. After the close of business on July 11, 2024,
the waiver expired and was not renewed.
Except for
periods during which all or a portion of the Sponsor Fee was waived, the Sponsor Fee will accrue and be payable in U.S. dollars. In exchange
for the Sponsor’s Fee, the Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust: the
fees of the Trustee, the Trust Administrator, Fund Accountant, Transfer Agent, the Marketing Agent ,
the Bitcoin Custodian, the Cash Custodians’ Fee, Exchange listing fees, SEC registration fees, printing and mailing costs, tax reporting
fees, audit fees, license fees and ordinary legal fees and expenses. The Sponsor will also pay the costs of the Trust’s organization
and the initial sale of the Shares. There is no cap on the amount of these Sponsor paid expenses.
The Sponsor may, at its sole discretion and from
time to time, waive all or a portion of the Sponsor Fee for stated periods of time. The Sponsor is under no obligation to waive any portion
of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver.
The Trust may incur certain non-recurring expenses
that are not assumed by the Sponsor, including but not limited to, taxes and governmental charges, any applicable brokerage commissions,
financing charges or fees, bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed
by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of Shareholders (including,
for example, in connection with any fork of the bitcoin blockchain), any indemnification of the Cash Custodian, Bitcoin Custodian, Trust
Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses, including any
legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.
Because the Trust does not have any income, it
will need to sell bitcoin to cover the Sponsor’s Fee and expenses not assumed by the Sponsor, if any. The Trust may also be subject
to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds
to cover those liabilities will be sales of bitcoin held by the Trust. Even if there are no expenses other than those assumed by the Sponsor,
and there are no other liabilities of the Trust, the Trust will still need to sell bitcoin to pay the Sponsor’s Fee.
To cover the Sponsor’s Fee and expenses
not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to convert bitcoin into U.S. dollars at
the price available through the Prime Execution Agent. The number of bitcoins represented by a Share will decline each time the Trust
pays the Sponsor Fee or any Trust expenses not assumed by the Sponsor by transferring or selling bitcoins. The Trust is responsible for
paying any costs associated with the transfer of bitcoin to the Sponsor or the sale of bitcoin. However, under the terms of each Authorized
Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated with the sale
or transfer of bitcoin incurred in connection with the fulfillment of a creation or redemption order.
We have not entered into any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to
Shareholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. 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 1934 Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the
Principal Executive Officer and Principal Financial Officer of the Sponsor to allow timely decisions regarding required disclosure.
18
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 1934 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 September 30, 2025 the Trust’s disclosure controls and
procedures were effective.
Changes in Internal Control Over Financial Reporting
There was no change in the Trust’s internal
controls over financial reporting that occurred during the fiscal quarter ended September 30, 2025 that has materially affected, or is
reasonably likely to materially affect, these internal controls.
19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
A summary of the principal factors that make an investment in the Shares
speculative or risky are contained in the Trust’s 2024 Annual Report. There have been no material changes from the risk factors
disclosed in the 2024 Annual Report.
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.
(a) There have been no unregistered sales of Shares.
No Shares are authorized for issuance by the Trust under equity compensation plans.
(b) Not applicable.
(c) The Trust does not purchase Shares directly
from its shareholders and the Trust did not redeem any Shares during the quarter ended September 30, 2025 as set forth in the table below:
Period
Total Number
of Shares
Redeemed
Average price
of Bitcoin
Per Share
July 1, 2025 – July 31, 2025
NONE
—
August 1, 2025 – August 31, 2025
NONE
—
September 1, 2025 – September 30, 2025
NONE
—
Total
NONE
—
Item 3. Defaults
Upon Senior Securities.
None.
Item 4. Mine Safety
Disclosures.
Not applicable.
Item 5. Other Information.
During the period covered by this Quarterly Report, none of the members
of the Sponsor responsible for overseeing the business and operations of the Trust adopted , modified or terminated a Rule 10b5-1 trading
arrangement or non-Rule 10b5-1 trading arrangement.
20
Item 6. Exhibits.
Exhibit
No.
Description
31.1
Certification required under Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
31.2
Certification required under Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
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 (furnished herewith)
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 (furnished herewith)
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
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
101.PRE
Inline XBRL Presentation Linkbase Document
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
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
WisdomTree Bitcoin Fund
Dated: November 12, 2025
By:
/s/ Jeremy Schwartz
Name:
Jeremy Schwartz
Title:
Chief Executive Officer (Principal Executive Officer)*
Dated: November 12, 2025
By:
/s/ David Castano
Name:
David Castano
Title:
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)*
*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.
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.