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Item 7. Management’s Discussion and Analysis

2025-03-26 compared with 2024-03-28 · 77 added, 74 removed, 18 unchanged (89% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

This information should be read in conjunction with the financial

2 unchanged sentences

that relate to future events or future performance.

cases, such forward-looking statements can be identified by terminology such as “may,” “will,” “should,”

In some cases,

such forward-looking statements can be identified by terminology such as “may,” “will,” “should,”

“could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“predict,” “potential” or the negative of these terms or other comparable terminology.

All statements (other

than statements of historical fact) included in this Report that address activities, events or developments that may occur in the

future, including such matters as changes in commodity prices and market conditions (for bitcoin and the Shares), the operations

of the Trust, the plans of the Sponsor and references to the Trust’s future success and other similar matters are forward-looking

These statements are only predictions.

All statements (other than

statements of historical fact) included in this Report that address activities, events or developments that may occur in the future, including

such matters as changes in commodity prices and market conditions (for bitcoin and the Shares), the operations of the Trust, the plans

of the Sponsor and references to the Trust’s future success and other similar matters are forward-looking statements.

These statements

are only predictions.

Actual events or results may differ materially.

These statements are based upon

certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and

expected future developments, as well as other factors it believes are appropriate in the circumstances.

Whether or not actual

results and developments will conform to the Sponsor’s expectations and predictions is subject to a number of risks and uncertainties,

including the special considerations discussed in this Report, general economic, market and business conditions, changes in laws

or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic

and political developments.

Consequently, all the forward-looking statements made in this Report are qualified by these cautionary

statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or,

even if substantially realized, will result in the expected consequences to, or have the expected effects on, the Trust’s

operations or the value of the Shares issued by the Trust.

Moreover, neither the Sponsor nor any other person assumes responsibility

for the accuracy or completeness of the forward-looking statements.

Neither the Trust nor the Sponsor undertakes an obligation

to publicly update or conform to actual results any forward-looking statement, whether as a result of new information, future developments

or otherwise, except as required by law.

As of December 31, 2023, the Trust had no operations other than

a sale to Van Eck Associates Corporation, the Seed Capital Investor, of 2,000 Shares for $100,000 ($50.00 per Share) on December

These statements are based upon certain assumptions and analyses

made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well

as other factors it believes are appropriate in the circumstances.

Whether or not actual results and developments will conform to the

Sponsor’s expectations and predictions is subject to a number of risks and uncertainties, including the special considerations discussed

in this Report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made

by governmental authorities or regulatory bodies, and other world economic and political developments.

Consequently, all the forward-looking

statements made in this Report are qualified by these cautionary statements, and there can be no assurance that the actual results or

developments the Sponsor anticipates will be realized or, even if substantially realized, will result in the expected consequences to,

or have the expected effects on, the Trust’s operations or the value of the Shares issued by the Trust.

Moreover, neither the Sponsor

nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements.

Neither the Trust nor

the Sponsor undertakes an obligation to publicly update or conform to actual results any forward-looking statement, whether as a result

of new information, future developments or otherwise, except as required by law.

The Trust is a Delaware statutory trust.

The Trust does not have

directors, officers or employees.

The Trust does not have directors,

officers or employees.

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

The Trust is administered

by the Trust Agreement, among the Sponsor, the Trustee and the Delaware Trustee.

The Trust is managed and controlled by the Sponsor,

a wholly-owned subsidiary of VanEck.

The Trust is administered by the Trust

Agreement, among the Sponsor, the Trustee and the Delaware Trustee.

The Trust is managed and controlled by the Sponsor, a wholly-owned

subsidiary of VanEck.

The Sponsor is not governed by a board of directors.

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of bitcoin less the operating expenses of the Trust.

The Trust is a passive investment vehicle that does not seek to pursue any

investment strategy beyond tracking the price of bitcoin.

The Trust does not engage in any activities designed to obtain a profit

from, or ameliorate losses caused by, changes in the price of bitcoin.

The Trust issues and redeems Shares only in aggregations of 25,000

Shares, a Basket, or integral multiples thereof, and only in transactions with Authorized Participants.

Shares of the Trust trade on the Exchange under the ticker symbol

The Trust is a passive investment vehicle that does not seek to pursue any investment

strategy beyond tracking the price of bitcoin.

The Trust does not engage in any activities designed to obtain a profit from, or ameliorate

losses caused by, changes in the price of bitcoin.

The Trust issues and redeems Shares only in aggregations of 25,000 Shares,

a Basket, or integral multiples thereof, and only in transactions with Authorized Participants.

Shares of the Trust trade on the Exchange under the ticker symbol “HODL.”

Computation of Net Asset Value

The Trust’s NAV is calculated based on the Trust’s

net asset holdings as reconciled to the Bitcoin Custodian’s accounts on a market approach, determined on a daily basis in

accordance with the MarketVector TM Bitcoin Benchmark Rate price at 4:00 p.m.

The Trust’s NAV per Share is

calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by

the total number of outstanding Shares.

The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s

NAV and the Trust’s NAV per Share, which it has delegated to the Administrator.

The Trust is not aware of any trends, demands, conditions or

events that are reasonably likely to result in material changes to its liquidity needs.

In exchange for a fee, the Sponsor has

agreed to assume most of the expenses incurred by the Trust.

As a result, the only ordinary expense of the Trust during the period

covered by this Report was the Sponsor’s Fee.

The Trust’s NAV is calculated based on the Trust’s net asset

holdings as reconciled to the Bitcoin Custodian’s accounts on a market approach, determined on a daily basis in accordance with

the MarketVector TM Bitcoin Benchmark Rate price at 4:00 p.m.

The Trust’s NAV per Share is calculated by taking the

current market value of its total assets, subtracting any liabilities, and then dividing that total by the total number of outstanding

The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s NAV and the Trust’s NAV per

Share, which it has delegated to the Administrator.

The Trust is not aware of any trends, demands, conditions or events

that are reasonably likely to result in material changes to its liquidity needs.

In exchange for a fee, the Sponsor has agreed to assume

most of the expenses incurred by the Trust.

As a result, the only ordinary expense of the Trust during the period covered by this Report

was the Sponsor’s Fee.

The Trust’s only source of liquidity is its sales of bitcoin.

Significant Accounting Policies

In preparing financial statements in conformity with accounting

principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions

that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the

financial statements, as well as the reported amount of revenue and expenses reported during the period.

Actual results could differ

from these estimates.

In addition, please refer to Note 2 to the Financial Statements included in this Report for further discussion

of the Trust’s accounting policies.

In preparing financial statements in conformity with accounting principles

generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported

amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as

the reported amount of revenue and expenses reported during the period.

Actual results could differ from these estimates.

please refer to Note 2 to the Financial Statements included in this Report for further discussion of the Trust’s accounting policies.

Results of Operations

All Share amounts, per Share and basket amounts referenced in the Results

of Operations have been adjusted to reflect the 4 for 1 share split that occurred on February 14, 2025.

The Year Ended December 31, 2024

At December 31, 2023, the Trust had no operations other than

a sale to the Seed Capital Investor, the parent of the Sponsor, of 2,000 Shares at a per-Share price of $50.00.

Delivery of the

Seed Shares was made on December 21, 2023.

Total proceeds to the Trust from the sale of the Seed Shares were $100,000.

On January 4, 2024, the Seed Shares were redeemed for cash and

the Seed Capital Investor purchased the Seed Creation Baskets, comprising of 1,450,000 Shares at a per-Share price of $50.00.

proceeds to the Trust from the sale of the Seed Creation Baskets were $72,500,000, which resulted in the Trust receiving 1,640.92489329

Delivery of the Seed Creation Baskets was made on January 5, 2024.

The Seed Capital Investor acted as a statutory underwriter

in connection with this purchase.

Quantitative and Qualitative Disclosures About

The Trust’s NAV increased from $100,000 at December 31, 2023 to

$1,280,450,332 at December 31, 2024, a 1,280,350% increase.

The increase in the Trust’s NAV resulted primarily from an increase

in the number of outstanding shares, which increased from 8,000 Shares at December 31, 2023 to 48,500,000 Shares at December 31, 2024.

This is the net result of 63,100,000 Shares (2,212 Baskets) being created and 14,608,000 Shares (576 Baskets) being redeemed during the

period, and an increase in the price of bitcoin, which grew 111.28% from $44,182 at January 4, 2024 to $93,349 at December 31, 2024.

The 111.20% increase in the NAV per Share from $12.50 at December 31,

2023 to $26.40 at December 31, 2024 is directly related to the 111.28% increase in the price of bitcoin during this period.

The NAV per Share of $30.13 on December 17, 2024, was the highest during

the period, compared with a low during the period of $11.10 on January 23, 2024.

Net increase in net assets resulting from operations for the twelve-month

period ended December 31, 2024, was $418,968,448 resulting from an net unrealized appreciation on investment in bitcoin of $384,606,755,

a net realized gain of $34,414,287 on bitcoin sold for the redemption of Shares, a net realized gain of $10,977 from bitcoin sold to pay

expenses during the twelve-month period, and a net investment loss of $63,571.

Other than the Sponsor Fee of $63,571, the Trust had no

other expenses during the twelve-month period.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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 7. Management’s Discussion and Analysis