What changed in this filing

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Item 1. Business

2026-03-27 compared with 2025-03-27 · 184 added, 343 removed, 1529 unchanged (26% of the section changed)

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The Reference Rate currently uses substantially

the same methodology as the CME CF Bitcoin Reference Rate (“BRR”), including utilizing the same five bitcoin platforms, which

is the underlying rate to determine settlement of CME bitcoin futures contracts, except that the Reference Rate is calculated as of 4

pm Eastern Time (“ET”), whereas the BRR is calculated as of 4 pm London time.

There can be no assurance that the Trust will

achieve its investment objective.

The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the

price of bitcoin.

Accordingly, the Sponsor does not speculatively sell bitcoin at times when its price is high nor does the Sponsor speculatively

acquire bitcoin at low prices in the expectation of future price increases.

The Trust does not utilize leverage, derivatives or any similar

arrangements in seeking to meet its investment objective.

Except with respect to securing the repayment of Trade Credits, the Sponsor

and the service providers do not loan or pledge the Trust’s assets, nor do the Trust’s assets serve as collateral for any

loan or similar arrangement.

the same methodology as the CME CF Bitcoin Reference Rate (“BRR”), including utilizing the same Constituent Bitcoin Platforms,

which is the underlying rate to determine settlement of CME bitcoin futures contracts, except that the Reference Rate is calculated as

Eastern Time (“ET”), whereas the BRR is calculated as of 4:00 p.m.

There can be no assurance that

the Trust will achieve its investment objective.

The Trust is a passive investment vehicle that does not seek to generate returns beyond

tracking the price of bitcoin.

Accordingly, the Sponsor does not speculatively sell bitcoin at times when its price is high nor does the

Sponsor speculatively acquire bitcoin at low prices in the expectation of future price increases.

The Trust does not utilize leverage,

derivatives or any similar arrangements in seeking to meet its investment objective.

Except with respect to securing the repayment of

Trade Credits, the Sponsor and the service providers do not loan or pledge the Trust’s assets, nor do the Trust’s assets serve

as collateral for any loan or similar arrangement.

When the Trust sells or redeems its Shares, it does so in blocks of

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These transactions take place in exchange for cash.

Subject to the Exchange receiving the necessary regulatory

approval to permit the Trust to create and redeem Shares in-kind for bitcoin (“In-Kind Regulatory Approval”) these transactions

may also take place in exchange for bitcoin.

For a subscription of Shares, the subscription is in the amount of cash needed to purchase

the amount of bitcoin represented by the Basket being created as calculated by the Administrator.

For a redemption of Shares, the Sponsor

arranges for the bitcoin represented by the Basket to be sold and the cash proceeds distributed.

Authorized Participants deliver cash

to the Trust’s account with the Cash Custodian in exchange for Shares when they purchase Shares, and receive cash from the Cash

Custodian, as applicable, when they redeem Shares with the Trust.

The Transfer Agent facilitates the processing of purchase and sale orders

in Baskets from the Trust.

In the future, these transactions may also take place in

exchange for bitcoin.

For a subscription of Shares, the subscription is in the amount of cash needed to purchase the amount of bitcoin

represented by the Basket being created as calculated by the Administrator.

For a redemption of Shares, the Sponsor arranges for the bitcoin

represented by the Basket to be sold and the cash proceeds distributed.

Authorized Participants deliver cash to the Trust’s account

with the Cash Custodian in exchange for Shares when they purchase Shares, and receive cash from the Cash Custodian, as applicable, when

they redeem Shares with the Trust.

The Transfer Agent facilitates the processing of purchase and sale orders in Baskets from the Trust.

The Authorized Participants deliver only cash to create Shares and receive only cash when redeeming Shares.

Further, Authorized Participants do not directly or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or

redemption process or otherwise direct the Trust or a third-party with respect to purchasing, holding, delivering, or receiving bitcoin

as part of the creation or redemption process.

Further, Authorized Participants

do not directly or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or redemption process or otherwise direct

the Trust or a third-party with respect to purchasing, holding, delivering, or receiving bitcoin as part of the creation or redemption

An investment in the Shares is intended to be:

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in the Bitcoin network will occur such that one network will run the pre-modification source code and the other network will run the modified

Such a division is known as a “fork.” See “Risk Factors-Risks Associated with bitcoin and the Bitcoin network-A

temporary or permanent “fork” of the Bitcoin blockchain could adversely affect an investment in the Trust.” Consequently,

as a practical matter, a modification to the source code becomes part of the Bitcoin network only if accepted by participants collectively

having most of the processing power on the Bitcoin network.

There have been several prominent forks in the Bitcoin network, including

forks resulting in the creation of Bitcoin Cash (August 1, 2017), Bitcoin Gold (October 24, 2017) and Bitcoin SegWit2X (December 28, 2017),

among others.

Such a division is known as a “fork.” Consequently, as a practical matter, a modification to the source code

becomes part of the Bitcoin network only if accepted by participants collectively having most of the processing power on the Bitcoin network.

There have been several prominent forks in the Bitcoin network, including forks resulting in the creation of Bitcoin Cash (August 1, 2017),

Bitcoin Gold (October 24, 2017) and Bitcoin SegWit2X (December 28, 2017), among others.

At this time, Shareholders will not receive the benefits of any forks,

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The most common means of determining the value of a bitcoin is by surveying

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

LMAX Digital, and Bullish).

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

Kraken, itBit, LMAX Digital, and Bullish).

On these bitcoin platforms, bitcoin is traded with publicly disclosed

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Platforms”) over the preceding four calendar quarters:

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

Spot Trading Platforms Aggregate Volume BTC-USD Trading 1

Bullish Global

14,477,591,026

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23,272,669,351

9,557,076,628

78,293,912,816

105,086,222,287

3,964,106,275

1,037,472,441

18,126,225,065

10,668,812,131

15,083,504,844

Spot Trading Platforms Market Share of BTC-USD Trading 1

Bullish Global

_________________________

CF Benchmarks

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

30 and 31, 2024)

Platforms Market Share of BTC-USD Trading 1

Crypto.com became a CME CF Constituent Platform on 31 March 2025 and thus its aggregate volume is that observed for 1 day (31 March

Other exchanges include:

and BinanceUS.

The domicile, regulation and legal compliance of the bitcoin platforms

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obtained in the previous step.

_________________________

CF Benchmarks

Comprise Bitfinex, Crypto.com

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

31, 2024) within the quarter.

The Reference Rate

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ET and has been since its launch on February 28 th , 2022.

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

Conduct Authority (“UK FCA”).

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

Specifically,

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

Platforms, as follows:

The index is provided by CF Benchmarks

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

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

Specifically, the Reference Rate is calculated based on

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

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

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The Benchmark Administrator’s compliance such regulations has

been subject to a Limited Assurance Audit under the ISAE 3000 standard as of September 12, 2022, which is publicly available.

been subject to a Limited Assurance Audit under the ISAE 3000 standard as of October 18, 2024, which is publicly available.

The Reference Rate is also subject to oversight by the Oversight Committee.

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as a Crypto Asset Business with the UK FCA.

· Crypto.com:

A global digital asset platform registered as an MSB with FinCEN in the U.S.

and with FINTRAC in Canada.

It holds Money

Transmitter Licenses across numerous U.S.

Internationally, it holds a MiCAR license and is authorized as a Class 3 Virtual Financial

Assets (VFA) Service Provider by the Malta Financial Services Authority (MFSA).

In the United Kingdom, it is registered with the FCA.

It also holds a Major Payment Institution (MPI) license from the Monetary Authority of Singapore (MAS).

The company also holds an Australian

Financial Services Licence (AFSL) and is registered with AUSTRAC.

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

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

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

Bitcoin platforms used to calculate the Reference Rate, the Sponsor posts an announcement with respect to such change on its website.

Once the Sponsor has actual knowledge of material changes to the

Constituent Bitcoin platforms used to calculate the Reference Rate, the Sponsor will reflect such changes in a prospectus supplement

or its periodic filings, as applicable.

Calculation of NAV

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

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

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

ASC 820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability.

The determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective

of the reporting entity.

ASC 820 defines “most advantageous market” as the market that maximizes the amount that would be

received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction

costs and transportation costs.

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.

To determine which market is the Trust’s principal market (or

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markets will be available to the bitcoin trading counterparties from whom the Sponsor acquires or disposes of the Trust’s bitcoin,

the principal market in each scenario is determined by looking at the market-based level of volume and bitcoin trading activity.

trading counterparties, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets, each

as defined in the FASB ASC Master Glossary.

Based on information reasonably available to the Trust, Exchange Markets have the greatest

volume and level of activity for the asset.

The Trust therefore looks to accessible Exchange Markets as opposed to the Brokered Market,

Dealer Market and Principal-to-Principal Markets to determine its principal market.

As a result of the aforementioned analysis, an Exchange

Market has been selected as the Trust’s principal market.

The Trust determines its principal market (or in the absence of a principal

market the most advantageous market) on a quarterly basis to determine which market is its Principal Market for the purpose of calculating

fair value for the creation of quarterly and annual financial statements.

the principal market in each scenario is determined by looking at the market-based level of volume and bitcoin trading activity and whether

the Trust has access to that market.

Bitcoin trading counterparties, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal

Markets and Exchange Markets, each as defined in the FASB ASC Master Glossary.

Based on information reasonably available to the Trust,

Exchange Markets have the greatest volume and level of activity for the asset.

The Trust therefore looks to accessible Exchange Markets

as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market.

As a result of

the aforementioned analysis, an Exchange Market has been selected as the Trust’s principal market.

The Trust determines its principal

market (or in the absence of a principal market the most advantageous market) on a quarterly basis to determine which market is its Principal

Market for the purpose of calculating fair value for the preparation of quarterly and annual financial statements.

The Sponsor has developed a process for identifying a principal market,

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The process begins by identifying publicly available,

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

by the Sponsor and its affiliates in their sole discretion.

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

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

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

to 4:00 ET for bitcoin .

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

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

ET as the principal market price.

well established and reputable bitcoin trading venues or platform markets, which are selected by the Sponsor and its affiliates in their

sole discretion.

Those markets include, but are not limited to, the Constituent Bitcoin Platforms used to calculate the Reference Rate.

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

prior to 4:00 ET for bitcoin and determines whether the Trust has access to that market venue.

The Sponsor then identifies that market

as the principal market for bitcoin during that period, and uses the price for bitcoin from that venue at 11:59 p.m.

ET as the principal

market price.

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

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The Trust’s Fees and Expenses

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

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

that day) and paid on a monthly basis.

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

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

Effective July 11, 2024, this

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

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

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

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 fees of the Trust Administrator, the Custodians’ fees, 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 also pays 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 Trust pays the Sponsor a fee (the “Sponsor Fee”) of

0.25% per annum of the Trust’s average daily net assets.

The Sponsor Fee is calculated on a daily basis (accrued at 1/365, or 1/366

in a leap year, of the applicable annual Sponsor Fee percentage multiplied by the Trust’s NAV) and paid on a monthly basis.

Sponsor previously waived the entire Sponsor Fee on the first $1 billion of Trust assets for the 6-month period commencing on the day

the Trust’s Shares were initially listed on the Exchange.

Effective July 11, 2024, this waiver expired, and the Sponsor is no longer

waiving the Sponsor Fee.

Except for periods during which all or a portion of the Sponsor Fee was being waived, the Sponsor Fee will accrue

and be payable in U.S.

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 Trustee, the fees of the Trust Administrator, the Custodians’ fees, 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 also pays 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, in its sole discretion and from time to time, waive

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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 Sponsors Fee.

The result of these sales is a decrease in the amount

of bitcoin represented by each Share.

of the Trust, the Trust will still need to sell bitcoin to pay the Sponsor’s Fee.

The result of these sales is a decrease in the

amount of bitcoin represented by each Share.

To cover the Sponsor’s Fee and expenses not assumed by the Sponsor,

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other service providers.

The Sponsor is a wholly-owned subsidiary of WisdomTree, Inc.

WisdomTree Investments, Inc.), a global financial innovator that, through its other subsidiaries worldwide (collectively, “WisdomTree”),

makes available ETFs, including those that hold bitcoin and other digital assets, as well as bitcoin futures.

WisdomTree launched a European

ETP holding bitcoin in 2019, followed by the launch of European ETPs holding other digital assets in 2021 and 2022, and WisdomTree was

among the first U.S.

ETF providers with an ETF investing in bitcoin futures in 2021.

WisdomTree invested in Securrency, Inc., a blockchain

infrastructure provider, in 2020 and has worked closely with Securrency on blockchain and digital asset market related matters since such

time, including in relation to the sale of Securrency, Inc.

to DTCC in 2023.

WisdomTree has also developed and launched next-generation

digital products, services and structures, including digital or blockchain-enabled mutual funds and tokenized assets, as well as a blockchain-native

digital wallet launched in 2023 with bitcoin and ether available for purchase, sale and holding.

While the Sponsor has not managed an

ETF investing in commodities or digital assets, such as bitcoin, prior to the Trust, the Sponsor leverages WisdomTree’s heritage

of innovation and extensive experience, including as described above, regarding bitcoin and the digital asset markets.

The Sponsor is a wholly-owned subsidiary of WisdomTree, Inc., a global

financial innovator that, through its other subsidiaries worldwide (collectively, “WisdomTree”), makes available ETFs, including

those that hold bitcoin and other digital assets, as well as bitcoin futures.

WisdomTree launched a European ETP holding bitcoin in 2019,

followed by the launch of European ETPs holding other digital assets in 2021 and 2022, and WisdomTree was among the first U.S.

ETF providers

with an ETF investing in bitcoin futures in 2021.

WisdomTree has also developed and launched next-generation digital products, services

and structures, including digital or blockchain-enabled mutual funds and tokenized assets, as well as a blockchain-native digital wallet

launched in 2023 with bitcoin and ether available for purchase, sale and holding.

While the Sponsor has not managed an ETF investing in

commodities or digital assets, such as bitcoin, prior to the Trust, the Sponsor leverages WisdomTree’s heritage of innovation and

extensive experience, including as described above, regarding bitcoin and the digital asset markets.

The principal office of the Sponsor is located at 250 West 34th Street,

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The Trust Administrator

Under an Administration Agreement, State Street Bank and Trust Company

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

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

Under an Administration and Accounting Agreement, The Bank of New York

Mellon, serves as the Trust Administrator to provide certain services necessary for the operation and administration of the Trust, including

net asset value calculations, accounting and other administrative services.

The Bitcoin Custodian

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The Cash Custodian

The Cash Custodian is responsible for safekeeping all of the non-bitcoin

assets owned by the Trust, except for cash held in the Trading Account with respect to the trading activity facilitated by the Prime Execution

Agent from time to time.

The Bank of New York Mellon serves as the Cash Custodian and is responsible

for safekeeping all of the non-bitcoin assets owned by the Trust, except for cash held in the Trading Account with respect to the trading

activity facilitated by the Prime Execution Agent from time to time.

The Marketing Agent

The Marketing Agent is responsible for reviewing and approving the

marketing materials prepared by the Sponsor for compliance with applicable SEC and FINRA advertising laws, rules and regulations.

The Benchmark Administrator

The Benchmark Administrator and the Sponsor’s affiliate, which

The Benchmark Administrator and the Sponsor’s affiliate, WisdomTree, Inc., which

also covers the activities hereunder, have entered into a reference rate license agreement (the “License Agreement”), governing

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(the “Bitcoin Custody Agreement”), pursuant to which the Bitcoin Custodian will custody all of the Trust’s bitcoin in

a segregated account from time to time (the “Vault Balance”), other than the Trust’s bitcoin that is maintained in the

Trading Balance with the Prime Execution Agent as described below.

The Bitcoin Custodian keeps the bitcoin within the Vault Balance and

the associated private keys in a “cold storage” environment where the private keys are generated and secured.

one or more segregated accounts from time to time (the “Vault Balance”), other than the Trust’s bitcoin that is maintained

in the Trading Balance with the Prime Execution Agent as described below.

The Bitcoin Custodian keeps the bitcoin within the Vault Balance

and the associated private keys in a “cold storage” environment where the private keys are generated and secured.

bitcoin held with the Prime Execution Agent in the Trading Balance are generally held in a “hot storage” environment.

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The Sponsor and the Trust’s

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

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

The Bitcoin Custodian’s internal audit team performs periodic

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under applicable law, is limited.

The Trust’s Transfer Agent will facilitate the settlement of

Shares in response to the placement of creation orders and redemption orders from Authorized Participants.

Form of Shares

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As of December 31, 2025, a Basket required delivery

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

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

or liabilities payable by the Trust.

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

amount of cash.

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

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

purchase or sale of bitcoin related thereto.

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

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

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

of approximately $462,000 (based on the Trust’s NAV per share computed using the Reference Rate), although the amount of bitcoin

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

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

No Shares are issued

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

Authorized Participants pay a transaction

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

Transaction fees are expected to include commissions, taxes, and

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

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

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

movements will be borne solely by the Authorized Participant.

The transfers of bitcoin necessary for creations or redemptions require

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to the receipt of the bitcoin from the Trust.

Creation Procedures

On any business day, an Authorized Participant may place an order with

the Transfer Agent to create one or more Baskets.

For purposes of processing creation and redemption orders, a “business day”

means any day other than a day when the Exchange is closed for regular trading.

Purchase orders must be placed by 4:00 p.m.

close of regular trading on the Exchange, whichever is earlier, or such earlier time as disseminated by the Trust the prior day for the

following day’s transactions ( e.g.

The day on which an order is received by the Transfer Agent is considered

the purchase order date.

The manner by which creations are made is dictated by the terms of

the Authorized Participant Agreement.

By placing a creation order, an Authorized Participant agrees to deposit cash with the Cash Custodian.

If an Authorized Participant fails to deposit the required amount of cash, including by the communicated cut-off time, the order may proceed

through Trade Credits or the order may be canceled as directed by the Sponsor, and the Authorized Participant will be obligated to pay

all applicable costs and expenses.

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 assets of the Trust (net of accrued but unpaid Sponsor

fees and any accrued but unpaid extraordinary expenses and liabilities).

In order to calculate the amount of cash necessary for a creation

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

Each night, the Sponsor or

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

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

than the value of the corresponding amount of bitcoin as directed by the Trust ( e.g.

, an additional 15% of such value as the excess

cash deposit), which is intended to cover the commissions, transaction and market impact costs associated with the Trust’s purchase,

via the Prime Execution Agent, of bitcoin that the Authorized Participant is obligated to pay.

The Trust returns any unused portion of

the excess cash deposit to the Authorized Participant.

Following an Authorized Participant’s purchase order, the Trust’s Cash

Custodian account must be credited with the required cash by the settlement date, or such earlier time as instructed, which may include

the trade date.

Upon receipt of the deposit amount in the Trust’s Cash Custodian account and after purchase by the Trust of corresponding

bitcoin with the cash deposited via the Prime Execution Agent, with transfer of bitcoin from the Trading Balance (Prime Execution Agent)

to the Vault Balance (Bitcoin Custodian), the Bitcoin Custodian notifies the Transfer Agent, the Authorized Participant, and the Sponsor

that the applicable amount of bitcoin has been received into the Trust’s account at the Bitcoin Custodian.

The Transfer Agent then

directs DTC to credit the number of Shares created to the Authorized Participant’s DTC account.

Bitcoin held in the Trust’s account at the Bitcoin Custodian

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

Redemption Procedures

The procedures by which an Authorized Participant can redeem one or

more Baskets mirror the procedures for the creation of Baskets with an additional safeguard on bitcoin being removed from the Trust’s

Bitcoin Custodian account.

On any business day, an Authorized Participant may place an order with the Transfer Agent to redeem one or

more Baskets.

Redemption orders must be placed by 4:00 p.m.

ET, or the close of regular trading on the Exchange, whichever is earlier,

or such earlier time as disseminated by the Trust the prior day for the following day’s transactions ( e.g.

The redemption distribution from the Trust consists of a movement of

bitcoin representing the amount of bitcoin held by the Trust evidenced by the Shares being redeemed from the Vault Balance (Bitcoin Custodian)

to the Trading Balance (Prime Execution Agent).

The Prime Execution Agent then sells, at the direction of the Trust, the applicable amount

of bitcoin for cash and delivers such cash to the Cash Custodian.

The cash redemption amount due from the Trust (less total transaction

fees) is delivered from the Cash Custodian to the Authorized Participant once the Transfer Agent notifies the Cash Custodian and the Sponsor

that the Authorized Participant has delivered the Shares represented by the Baskets to be redeemed to the Trust’s DTC account.

the Trust’s DTC account has not been credited with all of the Shares of the Baskets to be redeemed, the redemption distribution

is delayed until such time as the Transfer Agent confirms receipt of all such Shares.

Bitcoin held in the Trust’s Custodian account is the property

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

Suspension or Rejection of Redemption Orders

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

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

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

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

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

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

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

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

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

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

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

, because of a market disruption event or an

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

such time as such circumstances are rectified.

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

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

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

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

redemption orders in the manner provided in the Authorized Participant Agreement may, in its sole discretion, reject any redemption order

(1) the Sponsor determines not to be in proper form, (2) the fulfillment of which its counsel advises may be illegal under applicable

laws and regulations, or (3) if circumstances outside the control of the Sponsor, the person authorized to take redemption orders in the

manner provided in the Authorized Participant Agreement or the Custodian make it for all practical purposes not feasible for the Shares

to be delivered under the redemption order.

The Sponsor may also reject a redemption order if the number of Shares being redeemed would

reduce the remaining outstanding Shares to 5,000 Shares ( i.e.

, 1 Basket) or less.

None of the Trust, Sponsor, the Transfer Agent, the Bitcoin Custodian

or the Cash Custodian are liable for the rejection of any purchase order or Basket.

In the event that the Sponsor intends to suspend or postpone redemptions,

it will provide Shareholders with notice in a prospectus supplement and/or through a current report on Form 8-K or in the Trust’s

annual or quarterly reports.

Creation and Redemption Transaction Fee

To compensate for expenses incurred in connection with the creation

and redemption of Baskets, an Authorized Participant is required to pay a standard transaction fee of $100 to create or redeem Baskets,

which does vary in accordance with the number of Baskets in such order.

The total transaction fee also includes applicable taxes, brokerage

and any other commissions, transaction fees (including financing), trade slippage and market impact costs, as applicable, and may be reduced,

increased or otherwise changed by the Sponsor and the Trust based on changes to the costs or inputs associated with the total transaction

The Sponsor will notify Authorized Participants of any change in the transaction fee and will not implement any change in the fee

until after the date of notice.

Tax Responsibility

Authorized Participants are responsible for any transfer tax, sales

or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of

Baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree to indemnify the

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

Secondary Market Transactions

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under the symbol “BTCW.” The Trust’s Shares may be bought and sold in the secondary market like any other exchange-listed

All Shares are transferable, fully paid and non-assessable.

has any priority or preference over any other Share of the Trust.

All distributions, if any, will be made ratably among all Shareholders

from the assets of the Trust according to the number of Shares held of record by such Shareholders on the record date for any distribution

or on the date of termination of the Trust, as the case may be.

Except as otherwise provided by the Sponsor, Shareholders have no preemptive

or other right to subscribe to any additional Shares or other securities issued by the Trust.

Every Shareholder, by virtue of having purchased

or acquired one or more Shares, have expressly consented and agreed to be bound by the terms of the Trust Agreement.

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 or desirable.

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 or a transfer 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

The Sponsor may make such rules as it considers appropriate for the issuance of share certificates, transfer of Shares and similar

The record books of the Trust as kept by the Trust, or any transfer 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 from time to time by each.

Description of Limited Rights

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conversion or pre-emptive rights or any redemption rights or rights to distributions.

See the section titled “Management;

by Shareholders.”

Duties of the Sponsor

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Liability and Indemnification

The Trustee is not liable for the acts or omissions of the Sponsor,

nor is the Trustee liable for supervising or monitoring the performance and the duties and obligations of the Sponsor or the Trust under

the Trust Agreement.

The Trustee is not personally liable under any circumstances, except for its own fraud, bad faith, or willful misconduct.

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

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

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

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

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

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

the Trust or the transactions contemplated hereby;

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

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

To the fullest

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

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

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

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

The Trustee will not be liable for the acts or omissions of the Sponsor,

nor will the Trustee be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor or the Trust

under the Trust Agreement.

The Trustee will not be personally liable under any circumstances, except for its own fraud, bad faith, or

willful misconduct.

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

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

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

counsel and fees and expenses incurred in connection with enforcement of its indemnification rights hereunder), taxes and penalties

of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are

imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of the Trust Agreement, the

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

provided, however, that the Trust shall not

be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or

negligence of an Indemnified Person.

To the fullest extent permitted by law and by the requirement for treatment of the Trust as a

grantor trust for tax purposes, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on

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

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

indemnified under the Trust Agreement.

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

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

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

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

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

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

Subject to the foregoing,

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

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

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

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

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

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

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

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

Voting by Shareholders

The Shareholders do not generally have any voting rights.

do not represent a traditional investment and are not similar to shares of a corporation operating a business enterprise with management

and a board of directors.

All Shares are of the same class with equal rights and privileges.

The Shares do not entitle their holders to

any conversion or pre-emptive rights or any redemption rights (other than with respect to the dissolution of the Trust).

Shareholders do not participate in the management or control of the

Trust, nor do they enter into any transaction on behalf of the Trust or have the power to sign for or bind the Trust, as such power is

vested solely and exclusively in the Sponsor.

The Sponsor generally has the right to amend the Trust Agreement as

it applies to the Trust provided that the Shareholders have the right to vote only if expressly required under Delaware or federal law

or rules or regulations of the Exchange, or if submitted to the Shareholders by the Sponsor in its sole discretion.

No amendment affecting

the Trustee will be binding upon or effective against the Trustee unless consented to by the Trustee in the form of an instruction letter.

The Trust does not have any directors, officers or employees.

and operation of the Trust has been arranged by the Sponsor.

The Sponsor is not governed by a board of directors.

However, the Sponsor

is supported by principals and executive officers who perform certain functions that, if the Trust had directors or executive officers,

would typically be performed by them.

Books and Records

The Trust keeps its books of record and account at the office of the

Sponsor located at 250 West 34th Street, 3rd Floor, New York, NY 10119, or at the offices of the Administrator, or such office, including

of an administrative agent, as it may subsequently designate upon notice.

No Shareholder shall have any right to inspect any account,

book or document of the Trust that is not publicly available, except as conferred by the Sponsor.

The Trust keeps a copy of the Trust Agreement on file in the Sponsor’s

office which will be available for inspection by any Shareholder at all times during its usual business hours upon reasonable advance

Governing Law;

Consent to Delaware Jurisdiction

The rights of the Sponsor, the Trust, DTC (as registered owner of the

Trust’s global certificate for Shares) and the Shareholders are governed by the laws of the State of Delaware except for causes

of action for violation of U.S.

federal or state securities laws.

The Sponsor, the Trust and DTC and, by accepting Shares, each DTC Participant

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

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

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

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

the rules and regulations promulgated thereunder.

Such consent is not required for any person to assert a claim of Delaware jurisdiction

over the Sponsor or the Trust.

Federal Income Tax Considerations

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depending upon whether the Shareholder has a holding period of greater than one year in its pro rata share of the bitcoin that was sold.

In the event the In-Kind Regulatory Approval is received, an in-kind

If, in the future, the Trust transacts in-kind, an in-kind

redemption of some or all of a Shareholder’s Shares in exchange for the underlying bitcoin represented by the Shares redeemed generally

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tax is payable in relation to such purchase, holding, sale, redemption or other dealing.

ERISA and Related Considerations

Purchase by Employee Benefit Plans

The Employee Retirement Income Security Act of 1974 (“ERISA”)

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business