What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-13 compared with 2024-08-09 · 70 added, 63 removed, 206 unchanged (39% of the section changed)

3 unchanged sentences

(Amounts in 000’s of US$, except for share and per share data)

June 30, 2024

September 30, 2024

December 31, 2023

Investments at fair value

Investment in bitcoin , at fair value (cost $ 9,066,924 and $ 0 )

Receivables from sales of bitcoin

Payable for capital shares redeemed

Investment in bitcoin , at fair value (cost $ 9,716,506 and $ 0 at September 30, 2024 and December 31, 2023, respectively)

Receivables from issuance of capital shares

Payable for purchases of bitcoin

Sponsor fee payable

Total Liabilities

Commitments and Contingencies (Note 6)

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

Shares, no par value (unlimited shares authorized) 206,275,000 and 1 share(s) issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Paid-in-capital

1 unchanged sentence

Total Net Assets

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)

Net Asset Value per share ( 206,275,000 and 1 share(s) issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)

Values shown as $— in the Statements of Assets and Liabilities may reflect amounts less than $500.

1 unchanged sentence

Fidelity Wise Origin Bitcoin Fund

Statement of Operations

Statements of Operations

(Amounts in 000’s of US$)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Investment Income:

Investment income

Sponsor fee, related party

Total Expenses Before Waiver

1 unchanged sentence

Net Investment Income (Loss)

Net Realized and Unrealized Gain (Loss) from:

Net realized gain (loss) on investment in bitcoin

Net Realized and Change in Unrealized Gain (Loss) from:

Net realized gain (loss) on investment in bitcoin sold for redemptions

Net realized gain (loss) on investment in bitcoin transferred to pay the Sponsor fee

Net change in unrealized appreciation (depreciation) on investment in bitcoin

Net Realized and Unrealized Gain (Loss) on Investment in Bitcoin

Net Realized and Change in Unrealized Gain (Loss) on Investment in Bitcoin

Net Increase (Decrease) in Net Assets Resulting from Operations

Values shown as $— in the Statement of Operations may reflect amounts less than $500.

Values shown as $— in the Statements of Operations may reflect amounts less than $500.

The accompanying notes are an integral part of these financial statements

Fidelity Wise Origin Bitcoin Fund

Statement of Chan ges in Net Assets

Statements of Chan ges in Net Assets

(Amounts in 000’s of US$, except for shares)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Net Increase (Decrease) in Net Assets Resulting from Operations:

Net investment income (loss)

Net realized gain (loss) on investment in bitcoin

Net realized gain (loss) on investment in bitcoin sold for redemptions

Net realized gain (loss) on investment in bitcoin transferred to pay the Sponsor fee

Net change in unrealized appreciation (depreciation) on investment in bitcoin

13 unchanged sentences

Shares Outstanding, End of Period

Values shown as $— in the Statement of Changes in Net Assets may reflect amounts less than $500.

Values shown as $— in the Statements of Changes in Net Assets may reflect amounts less than $500.

The accompanying notes are an integral part of these financial statements

2 unchanged sentences

(Amounts in 000’s of US$)

Six Months Ended June 30, 2024

Nine Months Ended September 30,

Cash Flows from Operating Activities:

3 unchanged sentences

Proceeds from bitcoin sold

Net realized (gain) loss on investment in bitcoin

Net realized (gain) loss on investment in bitcoin sold for redemptions

Net realized (gain) loss on investment in bitcoin transferred to pay the Sponsor fee

Net change in unrealized (appreciation) depreciation on investment in bitcoin

Transfer of bitcoin to pay the Sponsor fee

Increase (decrease) in Sponsor fee payable

Net Cash Provided by (Used in) Operating Activities

6 unchanged sentences

Cash, End of the Period

Supplemental information and non-cash financing activities

Non-cash issuances of capital shares

Non-cash redemptions of capital shares

Values shown as $— in the Statement of Cash Flows may reflect amounts less than $500.

2 unchanged sentences

Schedule of Investment

June 30, 2024

September 30, 2024

(Amounts in 000’s of US$, except for quantity of bitcoin and percentages)

2 unchanged sentences

Percentage of Net Assets

Investment in bitcoin, at Fair Value

Investment in bitcoin

180,344.62381900

Total Investment in bitcoin, at Fair Value

Total Investment in bitcoin

Other Assets Less Liabilities

Total Net Assets

6 unchanged sentences

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 Index is designed to reflect the performance of bitcoin in United States (“US”) 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”).

CSC 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”).

2 unchanged sentences

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 .

Prior to January 9, 2024, the Trust had no operations other than matters relating to the sale and issuance of one Share of the Trust to an affiliate at a per-Share price of $ 40 (the “Seed Share”) 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 (the “Seed Baskets”).

6 unchanged sentences

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 financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and are stated in US dollars.

The Trust uses fair value as its method of accounting for its investment in 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.

In the opinion of the Trust, the accompanying unaudited 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.

5 unchanged sentences

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.

The Trust identifies bitcoin as an “other investment” in accordance with ASC 946.

Investment Valuation

21 unchanged sentences

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.

Changes in fair value are reflected as the net change in unrealized appreciation (depreciation) on investment 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 investment in bitcoin sold for redemptions and net realized gain (loss) on investment in bitcoin transferred to pay the sponsor fee.

Cash consists of a demand deposit held with a financial institution.

8 unchanged sentences

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.

As of September 30, 2024 , the 2023 tax year remains open for examination.

There were no examinations in progress at period end.

10 unchanged sentences

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.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, the amendments enhance required disclosures of segment information for public entities on an annual and interim basis.

The ASU allows for early adoption with updates applied retrospectively.

Management does not expect this guidance to materially impact the financial statements.

Related Party Agreements and Transactions

Administrator

Fidelity Service Company, Inc.

serves as the Trust’s administrator (the “Administrator”).

Fidelity Service Company, Inc., an affiliate of the Sponsor, 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.

1 unchanged sentence

All fees and expenses incurred by the Trust related to services performed by the Administrator are borne by the Sponsor.

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.

Fidelity Digital Asset Services, LLC, an affiliate of the Sponsor, serves as the Trust’s bitcoin custodian (the “Custodian”).

Under the Custodial Services Agreement, the Custodian is responsible for safekeeping all of the bitcoin owned by the Trust.

The Custodian was selected by the Sponsor.

The Sponsor is responsible for opening an account with the Custodian that holds the Trust’s bitcoin, 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.

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.

Fidelity Distributors Company LLC, an affiliate of the Sponsor, (“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.

2 unchanged sentences

Index Services

Fidelity Product Services LLC (the “Index Provider”) is responsible for the methodology and oversight of the Index.

Fidelity Product Services LLC, an affiliate of the Sponsor, (the “Index Provider”) is responsible for the methodology and oversight of the Index.

Coin Metrics, Inc.

1 unchanged sentence

All fees and expenses incurred by the Trust related to services performed by the Index Provider are borne by the Sponsor.

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.

On December 14, 2023, the Trust contractually agreed to pay the Sponsor a unified fee of 0.25 % of the Trust’s Bitcoin Holdings (the “Sponsor Fee”), effective as of the date of the registration statement .

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.

1 unchanged sentence

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.

(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 Securities Act of 1933 (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-paid Expense” and collectively, the “Sponsor-paid 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.

1 unchanged sentence

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 .

Effective July 31, 2024, the Fee Waiver Agreement ended.

The Trust may incur certain extraordinary, nonrecurring expenses that are not Sponsor-paid Expenses, including, but not limited to, brokerage and transactions costs associated with the sale or transfer of bitcoin, 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, the Trust’s assets, 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”).

To the extent on-chain transaction fees are incurred in connection with transfers or sales of bitcoin to pay Extraordinary Expenses, the Trust will bear such fees.

The Administrator calculates the Sponsor Fee in respect of each day based on the prior day’s Bitcoin Holdings .

The Sponsor Fee accrues daily in bitcoin and is payable monthly in bitcoin or cash.

3 unchanged sentences

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

The following table presents information about the Trust’s assets measured at fair value as o f September 30, 2024:

September 30, 2024

(Amounts are in 000’s)

3 unchanged sentences

The Trust is an exchange-traded product.

The Trust plans to continuously offer Baskets consisting of Shares to Authorized Participants.

The Trust continuously offers 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.

16 unchanged sentences

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 Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the period January 11, 2024 (commencement of operations) through September 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,

For the period January 11, 2024 (commencement of operations) through September 30,

Per Share Activity

Net Asset Value, beginning of period

Net increase (decrease) in net assets from investment operations:

Net investment income (loss) (1)

Net realized and unrealized gain (loss)

Net increase (decrease) in net assets from operations

Net realized and change in unrealized gain (loss)

Net increase (decrease) in net assets resulting from operations

Net Asset Value, end of period

11 unchanged sentences

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.

In preparation of the financial statements, management has evaluated the events and transactions subsequent to September 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.

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-Q

Item 1. Financial Statements