Fidelity Wise Origin Bitcoin Fund 10-Q

Item 1. Financial Statements. Fidelity Wise Origin Bitcoin Fund Statements of As sets and Liabilities (unaudited) (Amounts in 000’s of US$, except for share and per share data) June 30, 2024 December 31, 2023 Assets Investments at fair value Investment in bitcoin , at fair value (cost $ 9,066,924 and $ 0 ) $ 10,612,001 $ — Cash — — Receivables from sales of bitcoin 26,342 — Total Assets $ 10,638,343 $ — Liabilities Payable for capital shares redeemed 26,342 — Total Liabilities $ 26,342 $ — Commitments and Contingencies (Note 6) Net Assets Shares, no par value (unlimited shares authorized) 191,500,000 and 1 share(s) issued and outstanding at June 30, 2024 and December 31, 2023, respectively $ — $ — Paid-in-capital 9,185,088 — Total distributable earnings (loss) 1,426,913 — Total Net Assets $ 10,612,001 $ — Net asset value per share ( 191,500,000 and 1 share(s) issued and outstanding as of June 30, 2024 and December 31, 2023, respectively) $ 55.42 $ 40.00 Values shown as $— in the Statements of Assets and Liabilities may reflect amounts less than $500. The accompanying notes are an integral part of these financial statements 2 Fidelity Wise Origin Bitcoin Fund Statement of Operations (unaudited) (Amounts in 000’s of US$) Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Investment income: Investment income $ — $ — Expenses: Sponsor fee, related party 6,472 9,300 Total expenses before waiver 6,472 9,300 Sponsor fee waived ( 6,472 ) ( 9,300 ) Net expenses — — Net Investment Income (Loss) $ — $ — Net Realized and Unrealized Gain (Loss) from: Net realized gain (loss) on investment in bitcoin ( 118,113 ) ( 118,164 ) Net change in unrealized appreciation (depreciation) on investment in bitcoin ( 1,083,214 ) 1,545,077 Net Realized and Unrealized Gain (Loss) on Investment in Bitcoin $ ( 1,201,327 ) $ 1,426,913 Net Increase (Decrease) in Net Assets Resulting from Operations $ ( 1,201,327 ) $ 1,426,913 Values shown as $— in the Statement of Operations may reflect amounts less than $500. The accompanying notes are an integral part of these financial statements 3 Fidelity Wise Origin Bitcoin Fund Statement of Chan ges in Net Assets (unaudited) (Amounts in 000’s of US$, except for shares) Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Operations: Net investment income (loss) $ — $ — Net realized gain (loss) on investment in bitcoin ( 118,113 ) ( 118,164 ) Net change in unrealized appreciation (depreciation) on investment in bitcoin ( 1,083,214 ) 1,545,077 Net increase (decrease) in net assets resulting from operations $ ( 1,201,327 ) $ 1,426,913 Capital share transactions: Shares issued $ 2,388,456 $ 9,977,466 Shares redeemed ( 790,829 ) ( 792,378 ) Net increase (decrease) in net assets resulting from capital share transactions 1,597,627 9,185,088 Total increase (decrease) in net assets 396,300 10,612,001 Net Assets, beginning of period 10,215,701 — Net Assets, end of period $ 10,612,001 $ 10,612,001 Changes in shares outstanding: Shares outstanding, beginning of period 165,475,000 1 Shares issued 40,450,000 205,950,000 Shares redeemed ( 14,425,000 ) ( 14,450,001 ) Net increase in shares 26,025,000 191,499,999 Shares outstanding, end of period 191,500,000 191,500,000 Values shown as $— in the Statement of Changes in Net Assets may reflect amounts less than $500. The accompanying notes are an integral part of these financial statements 4 Fidelity Wise Origin Bitcoin Fund Statement of Cash Flows (unaudited) (Amounts in 000’s of US$) Six Months Ended June 30, 2024 Cash flows from operating activities: Net increase (decrease) in net assets resulting from operations $ 1,426,913 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: Payments for purchases of bitcoin ( 9,976,020 ) Proceeds from bitcoin sold 764,590 Net realized (gain) loss on investment in bitcoin 118,164 Net change in unrealized (appreciation) depreciation on investment in bitcoin ( 1,545,077 ) Net cash provided by (used in) operating activities $ ( 9,211,430 ) Cash flows from financing activities: Proceeds from issuance of capital shares $ 9,976,020 Cash paid for redemption of capital shares ( 764,590 ) Net cash provided by (used in) financing activities $ 9,211,430 Cash Net increase (decrease) in cash $ — Cash, beginning of the period $ — Cash, end of the period $ — Supplemental information and non-cash financing activities Non-cash issuances of capital shares $ 1,446 Non-cash redemptions of capital shares $ ( 1,446 ) Values shown as $— in the Statement of Cash Flows may reflect amounts less than $500. The accompanying notes are an integral part of these financial statements 5 Fidelity Wise Origin Bitcoin Fund Schedule of Investment June 30, 2024 (unaudited) (Amounts in 000’s of US$, except for quantity of bitcoin and percentages) Investments (a) Quantity of Bitcoin Cost Fair Value Percentage of Net Assets Investment in bitcoin, at Fair Value Global Bitcoin 167,462.80769789 $ 9,066,924 $ 10,612,001 Total Investment in bitcoin, at Fair Value $ 9,066,924 $ 10,612,001 100.00 % Total Net Assets $ 9,066,924 $ 10,612,001 100.00 % (a) Non-income producing investment The accompanying notes are an integral part of these financial statements 6 Fidelity Wise Origin Bitcoin Fund Notes to the Financ ial Statements Note 1: Organization Fidelity Wise Origin Bitcoin Fund (the “Trust”) is a Delaware Statutory Trust that was formed on March 17, 2021 pursuant to the Delaware Statutory Trust Act. The Trust issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust’s investment objective is to seek to track the performance of bitcoin, as measured by the performance of the Fidelity Bitcoin Reference Rate (the “Index”), adjusted for the Trust’s expenses and other liabilities. The Index is designed to reflect the performance of bitcoin in United States (U.S.) dollars. The Trust is sponsored by FD Funds Management LLC (the “Sponsor”), a wholly-owned subsidiary of FMR LLC. Delaware Trust Company is the trustee of the Trust (the “Trustee”). The Trust will operate pursuant to a Second Amended and Restated Trust Agreement (the “Trust Agreement”). The Trust is passively managed. The Shareholders of the Trust do not have control or involvement in the management of the Trust. The Trust, the Sponsor, and the Trust’s service providers do not loan or pledge the assets of the Trust or use those assets as collateral for any loan or similar arrangement unless required to facilitate transaction settlement. Prior to January 9, 2024, the Trust had no operations other than matters relating to the sale and issuance of 1 seed share of the Trust to an affiliate for an aggregate purchase price of $ 40 on November 30, 2023 . On January 9, 2024, the seed share was redeemed for cash and the Seed Capital Investor purchased 500,000 Shares at a per-Share price of $ 40.00 (the “Seed Baskets”). Total proceeds to the Trust from the sale of the Seed Baskets were $ 20,000,000 . On January 10, 2024, the Trust was declared effective. On January 11, 2024, the Trust commenced operations and Shares commenced trading on Cboe BZX Exchange, Inc. (the “Exchange”). Note 2: Significant Accounting Policies The following is a summary of the significant accounting and reporting policies used in preparing the financial statements. Basis of Presentation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and are stated in United States (“US”) dollars. The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The Trust uses fair value as its method of accounting for bitcoin in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. In the opinion of the Trust, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of financial statements for the periods presented. The statement of assets and liabilities at December 31, 2023, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Use of Estimates The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual amounts may ultimately differ from those estimates and the differences could be material. Bitcoin Assets Bitcoin is a type of digital asset based on an open‐source cryptographic protocol existing on a Bitcoin network. Digital assets are defined broadly as digital records that are made using cryptography for verification and security purposes, on a distributed ledger and may be characterized by their ability to be used as a medium of exchange, a representation to provide or access goods or services, or as a financing vehicle, such as a security. The Trust identifies bitcoin as an “other investment” in accordance with ASC Topic 946. 7 Investment Valuation Due to the Trust’s classification as an investment company, investments in bitcoin are recorded on the financial statements at their estimated fair value in accordance with ASC Topic 820 Fair Value Measurement (“ASC 820”). ASC 820 requires the determination of the Trust’s principal market or, in the absence of a principal market, the most advantageous market (principal market) and the assumption that bitcoin is sold in their principal market. The Trust determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants using the principal market on the measurement date and, therefore, the principal market used must be accessible to the Trust on that date. The Trust determines its principal market price for GAAP reporting and utilizes an exchange-traded price from that principal market as of 11:59:59 p.m., EST, on the financial statement measurement date. GAAP establishes the following fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The inputs are categorized in one of the following levels: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust is able to access at the measurement date. Level 2 – Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly. These inputs may include (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical or similar assets or liabilities in markets that are not active, (c) inputs other than quoted prices that are observable for the asset or liability, or (d) inputs derived principally from or corroborated by observable market data by correlation or other means. Level 3 – Inputs that are unobservable (including the Trust’s own data and assumptions based on the best information available) and significant to the entire fair value measurement. To the extent that investments are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Investments traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 of the fair value hierarchy. The availability of valuation techniques and observable inputs can vary across investment and is affected by various factors, including the nature of the investment, whether the investment is new or unestablished in the marketplace, market liquidity and other investment specific characteristics. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, determining fair value requires more judgment. Because of the uncertainty inherent in valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Therefore, the degree of judgment exercised by management in determining fair value is greatest for investments categorized in Level 3. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Investment Transactions and Related Investment Income The Trust records investment transactions in bitcoin on a trade date basis. For financial reporting purposes, the Trust’s investment holdings and Paid-In-Capital include trades executed through the end of the last business day of the period. The Trust’s purchases are recorded at cost, including transaction fees, and are subsequently fair‐valued in accordance with the Trust’s fair valuation policy. Changes in fair value are reflected as the net change in unrealized appreciation (depreciation) on investments in bitcoin. Realized gains and losses from investment transactions are determined on the basis of identified cost and reflected as net realized gain (loss) on investments in bitcoin. Cash Cash consists of a demand deposit held with a financial institution. At times, deposits may be in excess of federally insured limits. The Trust has not experienced any losses and does not believe it is exposed to any significant credit risk on such deposits. Income Taxes The Trust intends to be classified as a “grantor trust” for US federal income tax purposes. As a result, the Trust itself should not be subject to US federal income tax. Instead, the Trust’s income and expenses should “flow through” to the Shareholders, and the Trustee will report to Shareholders and the Internal Revenue Service on that basis. 8 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. Open tax years are those years that are open for examination by the relevant income taxing authority. As of June 30, 2024 , the 2023 tax year remains open for examination. There were no examinations in progress at period end. Expenses Expenses are recorded as accrued. Expense estimates are accrued in the period to which they relate. Expenses included in the accompanying financial statements reflect the expenses of the Trust and do not include any expenses paid by the Sponsor or related entities outside of the Trust. New Accounting Pronouncement In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” (“ASU 2023-08”). ASU 2023-08 requires entities to subsequently measure certain crypto assets at fair value, and changes in fair value must be recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Trust is currently evaluating the impact the adoption of this new accounting standard update will have on its financial statements and related disclosures but does not expect it will have a material impact on the Trust’s financial statements as the requirements of ASU 2023-08 generally align with the accounting requirements under ASC Topic 946. Note 3: Related Party Agreements and Transactions Administrator Fidelity Service Company, Inc. serves as the Trust’s administrator (the “Administrator”). Under the Administration Agreement, the Administrator provides necessary administrative, tax and accounting services and financial reporting for the maintenance and operations of the Trust, including valuing the Trust’s bitcoin and calculating the net asset value (“NAV”) per Share of the Trust (“Trust’s NAV”) and supplying pricing information to the Sponsor for the relevant website. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide such services. All fees and expenses incurred by the Trust related to services performed by the Administrator are borne by the Sponsor. Custodian Fidelity Digital Asset Services, LLC, an affiliate of the Sponsor, serves as the Trust’s bitcoin custodian. Under the Custodial Services Agreement, Fidelity Digital Asset Services, LLC is responsible for safekeeping all of the bitcoin owned by the Trust. Fidelity Digital Asset Services, LLC was selected by the Sponsor. The Sponsor is responsible for opening an account with Fidelity Digital Asset Services, LLC that holds the Trust’s bitcoin (the “Bitcoin Account”), as well as facilitating the transfer or sale of bitcoin required for the operation of the Trust. All fees and expenses incurred by the Trust related to services performed by the custodian are borne by the Sponsor. Distributor Fidelity Distributors Company LLC (“FDC” or the “Distributor”) is responsible for reviewing and approving the marketing materials prepared by the Sponsor for compliance with applicable Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority, Inc. (“FINRA”) advertising laws, rules, and regulations pursuant to a marketing agreement with the Trust. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of FINRA. All fees and expenses incurred by the Trust related to services performed by the Distributor are borne by the Sponsor. Index Services Fidelity Product Services LLC (the “Index Provider”) is responsible for the methodology and oversight of the Index. Coin Metrics, Inc. is the third-party, independent calculation agent for the Index. All fees and expenses incurred by the Trust related to services performed by the Index Provider are borne by the Sponsor. 9 Sponsor Fee Pursuant to the terms of the Trust Agreement, dated December 28, 2023, the Sponsor entered into a Sponsor Agreement, dated December 14, 2023, whereby the Trust has contractually agreed to pay the Sponsor an annualized unified fee of 0.25% of the Trust’s Bitcoin Holdings. The Trust’s “Bitcoin Holdings” is the quantity of the Trust’s bitcoin plus any cash or other assets held by the Trust represented in bitcoin as calculated using the Index price, less its liabilities (which include estimated accrued but unpaid fees and expenses) represented in bitcoin as calculated using the Index price. The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor is obligated to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including: (i) the fees of the Trust’s third-party service providers including Distributor, the Administrator, any custodian, the transfer agent, the Index Provider and the Trustee, (ii) the fees and expenses related to the listing, quotation or trading of the Shares on the Exchange (including customary legal, marketing and audit fees and expenses), (iii) ordinary course, legal fees and expenses, (iv) audit fees, (v) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the 1933 Act or the 1934 Act, (vi) printing and mailing costs, (vii) costs of maintaining the Trust’s website and (viii) applicable license fees (each, a “Sponsor Expense” and collectively, the “Sponsor Expenses”), provided that any expense that qualifies as an Extraordinary Expense will be deemed to be an Extraordinary Expense and not a Sponsor-paid Expense. There is no cap on the amount of Sponsor-paid Expenses. The Sponsor has also assumed all fees and expenses related to the organization and offering of the Trust and the Shares. Effective January 9, 2024, the Trust and the Sponsor entered into a Fee Waiver Agreement in which the Sponsor agreed to waive the entirety of the Sponsor Fee (the “Waiver”) through July 31, 2024. The Trust may incur certain extraordinary, nonrecurring expenses that are not Sponsor Expenses, including, but not limited to, brokerage and transactions costs associated with the sale or transfer of bitcoin to pay the Trust’s expenses and liabilities, taxes and governmental charges, 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, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, “Extraordinary Expenses”). The Administrator calculates the Sponsor Fee in respect of each day by reference to the prior day’s Bitcoin Holdings . The Sponsor Fee accrues daily in bitcoin and is payable monthly in bitcoin or cash. To the extent the Trust does not have cash readily available, the Sponsor will cause the transfer or sale of bitcoin in such quantity as may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor. The amount of bitcoin transferred or sold may vary from time to time depending on the actual sales price of bitcoin relative to the Trust’s expenses and liabilities. Note 4: Fair Value Measurement The Trust’s assets recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trust’s significant accounting policies in Note 2. The following table presents information about the Trust’s assets measured at fair value as o f June 30, 2024: June 30, 2024 (Amounts are in 000’s) Level 1 Level 2 Level 3 Total Investment in bitcoin $ 10,612,001 $ — $ — $ 10,612,001 Total Investments $ 10,612,001 $ — $ — $ 10,612,001 Geographic location as well as industry/strategy classification for all investments is detailed in the accompanying Schedule of Investment. 10 Note 5: Capital The Trust is an exchange-traded product. The Trust plans to continuously offer Baskets consisting of Shares to Authorized Participants. The number of outstanding Shares is expected to increase and decrease from time to time as a result of the issuance and redemption of Baskets. The issuance and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of cash represented by the Trust’s NAV of the Baskets being issued or redeemed. The total amount of cash required for the issuance or redemption of Baskets will be based on the combined net assets represented by the number of Baskets being issued or redeemed. Shares represent fractional undivided beneficial interests in and ownership of the Trust. Shares issued by the Trust are registered in a book entry system and held in the name of Cede & Co. at the facilities of the Depository Trust Company (“DTC”), and one or more global certificates issued by the Trust to DTC evidences the Shares. Shareholders may hold their Shares through DTC if they are direct participants in DTC (“DTC Participants”) or indirectly through entities (such as broker-dealers) that are DTC Participants. Note 6: Commitments and Contingencies In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, and its officers, directors, employees, subsidiaries and affiliates, and the Custodian as well as others relating to services provided to the Trust. The Trust’s maximum exposure under these and its other indemnities is unknown. However, no liabilities have arisen under these indemnities in the past and, while there can be no assurances in this regard, there is no expectation that any will occur in the future. Therefore, the Sponsor does not consider it necessary to record a liability in this regard. The risk of material loss from such claims is considered remote. Note 7: Concentration Risk Unlike other funds that may invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset within a single asset class. This concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with bitcoin and digital assets. 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. 11 Note 8: Financial Highlights The Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the period January 11, 2024 (inception) through June 30, 2024. The total return, at net asset value is based on the change in NAV of a Share during the period and the total return, at market value is based on the change in market value of a Share on the Exchange during the period. An individual investor’s return and ratios may vary based on the timing of capital transactions. For the period January 11, 2024 (inception) through June 30, 2024 Per Share Activity Net Asset Value, beginning of period $ 40.00 Net increase (decrease) in net assets from investment operations: Net investment income (loss) (1) — Net realized and unrealized gain (loss) 15.42 Net increase (decrease) in net assets from operations 15.42 Net Asset Value, end of period 55.42 Market Value per Share, beginning of period 40.00 Market Value per Share, end of period $ 52.46 Total Return, at Net Asset Value (1) (2) 38.55 % Total Return, at Market Value (2) 31.15 % Ratios to average net assets Net investment income (loss) (3) 0.00 % Expenses, gross (3) 0.25 % Expenses, net of waivers (3) 0.00 % (1) Based on average shares outstanding during the period . (2) Percentages are not annualized. (3) Percentages are annualized. Note 9: Subsequent Events In preparation of the financial statements, management has evaluated the events and transactions subsequent to June 30, 2024, and determined that there are no subsequent events or transactions that would require adjustments to or disclosures in the Trust’s financial statements except as described below. Waiver of Sponsor Fee Effective July 31, 2024, the Fee Waiver Agreement expired. 12