iShares Bitcoin Trust ETF 10-Q

Item 1. Financial Statements iShares ® Bitcoin Trust Statements of Assets and Liabilities (Unaudited) At June 30, 2024 and December 31, 2023 June 30, 2024 December 31, 2023 Assets Investment in bitcoin, at fair value (a) $ 19,453,015,133 $ — Cash 150,090 100,000 Total Assets 19,453,165,223 100,000 Liabilities Sponsor’s fees payable 3,543,267 — Total Liabilities 3,543,267 — Commitments and contingent liabilities (Note 6) — — Net Assets $ 19,449,621,956 $ 100,000 Shares issued and outstanding (b) 539,160,000 4,000 Net asset value per Share (Note 2C) $ 36.07 $ 25.00 (a) Cost of investment in bitcoin: $17,749,065,590 and $0, respectively. (b) No par value, unlimited amount authorized. See notes to financial statements. 1 Table of Contents iShares ® Bitcoin Trust Statements of Operations (Unaudited) For the three and six months ended June 30, 2024 Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Expenses Sponsor’s fees $ 11,510,364 $ 15,721,583 Sponsor’s fees waiver ( 1,616,120 ) ( 2,690,670 ) Total expenses 9,894,244 13,030,913 Net investment loss ( 9,894,244 ) ( 13,030,913 ) Net Realized and Unrealized Gain (Loss) Net realized gain from: Bitcoin sold to pay expenses 1,354,605 1,455,130 Bitcoin sold for the redemption of Shares 872,888 872,888 Net realized gain 2,227,493 2,328,018 Net change in unrealized appreciation/depreciation ( 2,102,796,450 ) 1,703,949,543 Net realized and unrealized gain (loss) ( 2,100,568,957 ) 1,706,277,561 Net increase (decrease) in net assets resulting from operations $ ( 2,110,463,201 ) $ 1,693,246,648 Net increase (decrease) in net assets per Share (a) $ ( 4.25 ) $ 4.86 (a) Net increase (decrease) in net assets per Share based on average shares outstanding during the period. See notes to financial statements. 2 Table of Contents iShares ® Bitcoin Trust Statements of Changes in Net Assets (Unaudited) For the three and six months ended June 30, 2024 Six Months Ended June 30, 2024 Net Assets at December 31, 2023 $ 100,000 Operations: Net investment loss ( 3,136,669 ) Net realized gain 100,525 Net change in unrealized appreciation/depreciation 3,806,745,993 Net increase in net assets resulting from operations 3,803,709,849 Capital Share Transactions: Contributions for Shares issued 13,985,175,033 Distributions for Shares redeemed ( 100,000 ) Net increase in net assets from capital share transactions 13,985,075,033 Increase in net assets 17,788,784,882 Net Assets at March 31, 2024 $ 17,788,884,882 Operations: Net investment loss ( 9,894,244 ) Net realized gain 2,227,493 Net change in unrealized appreciation/depreciation ( 2,102,796,450 ) Net decrease in net assets resulting from operations ( 2,110,463,201 ) Capital Share Transactions: Contributions for Shares issued 3,817,553,762 Distributions for Shares redeemed ( 46,353,487 ) Net increase in net assets from capital share transactions 3,771,200,275 Increase in net assets 1,660,737,074 Net Assets at June 30, 2024 $ 19,449,621,956 Shares issued and redeemed Shares issued 540,520,000 Shares redeemed ( 1,364,000 ) Net increase in Shares issued and outstanding 539,156,000 See notes to financial statements. 3 Table of Contents iShares ® Bitcoin Trust Statement of Cash Flows (Unaudited) For the six months ended June 30, 2024 Six Months Ended June 30, 2024 Cash Flows from Operating Activities Net increase in net assets resulting from operations $ 1,693,246,648 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: Purchases of bitcoin ( 17,792,752,818 ) Proceeds from bitcoin sold to pay expenses 46,015,246 Net realized (gain) loss ( 2,328,018 ) Net change in unrealized appreciation/depreciation ( 1,703,949,543 ) Change in operating assets and liabilities: Sponsor’s fees payable 3,543,267 Net cash used in operating activities $ ( 17,756,225,218 ) Cash Provided by Financing Activities Proceeds from issuance of Shares $ 17,802,728,795 Payments on Shares redeemed ( 46,453,487 ) Net cash provided by financing activities $ 17,756,275,308 Cash Net increase in cash $ 50,090 Cash, beginning of period 100,000 Cash, end of period $ 150,090 See notes to financial statements. 4 Table of Contents iShares ® Bitcoin Trust Schedule of Investments (Unaudited) At June 30, 2024 June 30, 2024 Description Quantity Cost Fair Value Bitcoin 306,979 $ 17,749,065,590 $ 19,453,015,133 Total Investments — 100.02 % 19,453,015,133 Other Assets Less Liabilities — (0.02) % ( 3,393,177 ) Net Assets — 100.00 % $ 19,449,621,956 See notes to financial statements. 5 Table of Contents iShares ® Bitcoin Trust Notes to Financial Statements (Unaudited) June 30, 2024 1 - Organization The iShares Bitcoin Trust (the “Trust”) was organized on June 8, 2023 as a Delaware statutory trust. The trustee is BlackRock Fund Advisors (the “Trustee”), which is responsible for the day-to-day administration of the Trust. The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Bank of New York Mellon serves as the “Trust Administrator.” The Trust is governed by the provisions of the Second Amended and Restated Trust Agreement (the “Trust Agreement”) executed by the Sponsor, the Trustee and Wilmington Trust, National Association, a national association (“Delaware Trustee”), as of December 28, 2023. The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets. On January 5, 2024, BlackRock Financial Management, Inc. (the “Seed Capital Investor”) redeemed 4,000 Shares for $ 100,000 ($ 25.00 per share) (the “Seed Shares”) for cash and the Seed Capital Investor purchased 400,000 Shares at a per-Share price of $ 25.00 (“Seed Creation Baskets”). Total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 10,000,000 . The Seed Capital Investor is an affiliate of the Sponsor. The Sponsor’s fee started accruing daily at an annualized rate equal to 0.25 % of the net asset value of the Trust on January 5, 2024. The Trust’s registration statement on Form S- 1 relating to its continuous public offering of Shares was declared effective by the Securities and Exchange Commission (“SEC”) on January 10, 2024 ( “Effective Date”) and the Shares were listed on The Nasdaq Stock Market LLC (“NASDAQ”) on January 11, 2024. The Trust seeks to reflect generally the performance of the price of bitcoin. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Shares are intended to constitute a simple means for an investor to make an investment similar to an investment in bitcoin. The accompanying unaudited financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10 -Q and the rules and regulations of the SEC. In the opinion of management, all material adjustments, consisting only of normal recurring adjustments considered necessary for a fair statement of the interim period financial statements, have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in its Annual Report on Form 10 -K for the year ended December 31, 2023, as filed with the SEC on March 4, 2024. The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended. 2 - Significant Accounting Policies A. Basis of Accounting The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. B. Bitcoin Coinbase Custody Trust Company, LLC (the “Bitcoin Custodian”) is responsible for safekeeping the bitcoin owned by the Trust. The Bitcoin Custodian is appointed by the Trustee. The net asset value of the Trust equals the total assets of the Trust, which consists solely of bitcoin and cash, less total liabilities of the Trust, each determined by the Trustee pursuant to policies established from time to time by the Trustee or its affiliates or otherwise described herein. The Trust’s periodic financial statements are prepared in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurement” (“ASC Topic 820” ) and utilize an exchange traded price from the Trust’s principal market for bitcoin as of 11:59 p.m. Eastern Time (“ET”) on the Trust’s financial statement measurement date. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with U.S. GAAP. The Trust engages a third‑party vendor to obtain a price from a principal market for bitcoin, which is determined and designated by such third‑party vendor daily based on its consideration of several exchange characteristics, including oversight, and the volume and frequency of trades. 6 Table of Contents The Sponsor has the exclusive authority to determine the Trust’s net asset value, which it has delegated to the Trustee under the Trust Agreement. The Trustee has delegated to the Trust Administrator the responsibility to calculate the net asset value of the Trust and the net asset value per Share (“NAV”), based on a pricing source selected by the Trustee. In determining the Trust’s net asset value, the Trust Administrator values the bitcoin held by the Trust based on an index (the “Index”), unless the Sponsor in its sole discretion determines that the Index is unreliable. The methodology used to calculate the Index price to value bitcoin in determining the net asset value of the Trust may not be deemed consistent with U.S. GAAP. The CME CF Bitcoin Reference Rate – New York Variant for the Bitcoin – U.S. Dollar trading pair (the “CF Benchmarks Index”) shall constitute the Index, unless the CF Benchmarks Index is not available or the Sponsor in its sole discretion determines the CF Benchmarks Index is unreliable as the Index and therefore determines not to use the CF Benchmarks Index as the Index. If the CF Benchmarks Index is not available or the Sponsor determines, in its sole discretion, that the CF Benchmarks Index is unreliable (together a “Fair Value Event”), the Trust’s holdings may be fair valued on a temporary basis in accordance with the fair value policies approved by the Trustee. Additionally, the Trust Administrator monitors for unusual prices and escalates to the Trustee if detected. If the CF Benchmarks Index is not used, the Trust will notify Shareholders in a prospectus supplement, in its periodic Exchange Act reports and/or on the Trust’s website. The Trust Administrator calculates the NAV of the Trust once on each day other than a Saturday or a Sunday, or a day on which NASDAQ is closed for regular trading (a “Business Day”). The NAV for a normal trading day will be released after 4:00 p.m. ET. Trading during the core trading session on NASDAQ typically closes at 4:00 p.m. ET. However, NAVs are not officially released until after the completion of a comprehensive review of the NAV and prices utilized to determine the NAV of the Trust by the Trust Administrator. Upon the completion of the end of day reviews by the Trust Administrator the NAV is released to the public typically by 5:30 p.m. ET and generally no later than 8:00 p.m. ET. The period between 4:00 p.m. ET and the NAV release after 5:30 p.m. ET (or later) provides an opportunity for the Trust Administrator and the Trustee to detect, flag, investigate, and correct unusual pricing should it occur and implement a Fair Value Event, if necessary. Any such correction could adversely affect the value of the Shares. The Trust’s periodic financial statements may not utilize net asset value of the Trust to the extent the methodology used to calculate the Index is deemed not to be consistent with U.S. GAAP. Gain or loss on sales of bitcoin is calculated on a trade date basis using the average cost method. The following tables summarize activity in bitcoin for the three months ended June 30, 2024: Three Months Ended June 30, 2024 Quantity Cost Fair Value Realized Gain (Loss) Beginning balance 252,011 $ 13,984,500,952 $ 17,791,246,945 $ — Bitcoin purchased 55,736 3,807,994,861 3,807,994,861 — Bitcoin sold for the redemption of shares ( 640 ) ( 36,148,475 ) ( 37,021,363 ) 872,888 Bitcoin sold to pay expenses ( 128 ) ( 7,281,748 ) ( 8,636,353 ) 1,354,605 Net realized gain — — 2,227,493 — Net change in unrealized appreciation/depreciation — — ( 2,102,796,450 ) — Ending balance 306,979 $ 17,749,065,590 $ 19,453,015,133 $ 2,227,493 The following tables summarize activity in bitcoin for the six months ended June 30, 2024: Six Months Ended June 30, 2024 Quantity Cost Fair Value Realized Gain (Loss) Beginning balance — $ — $ — $ — Bitcoin purchased 307,752 17,792,752,818 17,792,752,818 — Bitcoin sold for the redemption of shares ( 640 ) ( 36,148,475 ) ( 37,021,363 ) 872,888 Bitcoin sold to pay expenses ( 133 ) ( 7,538,753 ) ( 8,993,883 ) 1,455,130 Net realized gain — — 2,328,018 — Net change in unrealized appreciation/depreciation — — 1,703,949,543 — Ending balance 306,979 $ 17,749,065,590 $ 19,453,015,133 $ 2,328,018 7 Table of Contents C. Calculation of Net Asset Value On each Business Day, as soon as practicable after 4:00 p.m. ET, the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the total assets held by the Trust. The Trustee computes the NAV by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made. D. Cash and Cash Equivalents Cash includes non-interest bearing, non-restricted cash maintained with one banking institution that does not exceed U.S. federally insured limits. E. Offering of the Shares Shares are issued and redeemed continuously in aggregations of 40,000 Shares (a “Basket”) or integral multiples thereof, based on the quantity of bitcoin attributable to each Share (net of accrued but unpaid Sponsor’s fee and any accrued but unpaid expenses or liabilities). Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. Only registered broker-dealers that are eligible to settle securities transactions through the book entry facilities of the Depository Trust Company and that have entered into a contractual arrangement with the Sponsor governing, among other matters, the creation and redemption of Shares (such broker-dealers, the “Authorized Participants”), can place orders to receive Baskets in exchange for cash. Baskets may be redeemed by the Trust in exchange for the cash proceeds from selling the amount of bitcoin corresponding to their redemption value. The Trust engages in bitcoin transactions for converting cash into bitcoin (in association with purchase orders) and bitcoin into cash (in association with redemption orders) by choosing, in its sole discretion, to trade directly with third parties (each, a “Bitcoin Trading Counterparty”), who are not registered broker-dealers pursuant to written agreements between such Bitcoin Trading Counterparties and the Trust, or choosing to trade through Coinbase, Inc. (the “Prime Execution Agent”) acting in an agency capacity with third parties through its Coinbase Prime service pursuant to the Prime Execution Agent Agreement. F. Federal Income Taxes The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust. The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of June 30, 2024 and does not believe that there are any uncertain tax positions that require recognition of a tax liability. 3 - Trust Expenses The Sponsor’s fee is accrued daily at an annualized rate equal to 0.25 % of the net asset value of the Trust and is payable at least quarterly in arrears in U.S. dollars or in-kind or any combination thereof. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver. For a twelve -month period, starting January 11, 2024, the Sponsor will waive a portion of the Sponsor’s fee so that the Sponsor’s fee after the fee waiver will be equal to 0.12 % of the net asset value of the Trust for the first $ 5.0 billion of the Trust’s assets. In the future, if the Sponsor decides to waive all or a portion of the Sponsor’s fee, Shareholders will be notified in a prospectus supplement, in its periodic Exchange Act reports and/or on the Trust’s website. For the period ended June 30, 2024, the amount waived was $ 2,690,670 . The Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust: the fees of the Trustee, the Delaware Trustee, the Trust Administrator, the Bitcoin Custodian, and The Bank of New York Mellon (the “Cash Custodian”), NASDAQ listing fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and expenses and up to $ 500,000 per annum in ordinary legal fees and expenses. The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Trust in excess of the $ 500,000 per annum required under the Trust Agreement. To the extent that the Sponsor does not voluntarily assume such fees and expenses, they will be the responsibility of the Trust. 8 Table of Contents 4 - Related Parties The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust. As of June 30, 2024, BlackRock Financial Management, Inc., an affiliate of the Sponsor, owned 400,000 Shares of the Trust, or 0.07 %, of the Trust. 5 - Indemnification The Trust Agreement provides that the Sponsor shall indemnify the Trustee, its directors, employees, delegees and agents against, and hold each of them harmless from, any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) that is incurred by any of them and that arises out of or is related to ( 1 ) any offer or sale by the Trust of Baskets, ( 2 ) acts performed or omitted pursuant to the provisions of the Trust Agreement (A) by the Trustee, its directors, employees, delegees and agents or (B) by the Sponsor or ( 3 ) any filings with or submissions to the SEC in connection with or with respect to the Shares, except that the Sponsor shall not have any obligations to pay any indemnification amounts incurred as a result of and attributable to ( x ) the willful misconduct, gross negligence or bad faith of, or material breach of the terms of the Trust Agreement by, the Trustee, (y) information furnished in writing by the Trustee to the Sponsor expressly for use in the registration statement, or any amendment thereto, filed with the SEC relating to the Shares that is not materially altered by the Sponsor or (z) any misrepresentations or omissions made by an authorized participant (other than the Sponsor) in connection with such authorized participant’s offer and sale of Shares. The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees, delegees and agents against, and hold each of them harmless from, any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) ( 1 ) caused by the willful misconduct, gross negligence or bad faith of the Trustee or ( 2 ) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic report, filed with the SEC relating to the Shares that is not materially altered by the Sponsor. The Trust Agreement provides that the Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries and agents shall be indemnified from the Trust and held harmless against any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of their obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement and incurred without their ( 1 ) willful misconduct, gross negligence or bad faith or ( 2 ) reckless disregard of their obligations and duties under the Trust Agreement. The Trust has agreed that the Cash Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of the Cash Custodian’s negligence, fraud or willful default in the performance of its duties. The Trust’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Trust, which cannot be predicted with any certainty. 6 - Commitments and Contingent Liabilities In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust, which cannot be predicted with any certainty. 9 Table of Contents 7 - Concentration Risk Substantially all of the Trust’s assets are holdings of bitcoin, which creates a concentration risk associated with fluctuations in the value of bitcoin. Accordingly, a decline in the value of bitcoin will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a decline in the value of bitcoin include negative perception of digital assets; a lack of stability and standardized regulation in the digital asset markets; the closure or temporary shutdown of digital asset platforms due to fraud, business failure, security breaches or government mandated regulation; and a loss of investor confidence. 8 - Financial Highlights The following financial highlights relate to investment performance and operations for a Share outstanding for the three and six months ended June 30, 2024. Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Net asset value per Share, beginning of period $ 40.21 $ 25.00 Net investment loss (a) ( 0.02 ) ( 0.04 ) Net realized and unrealized gain (loss) (b) ( 4.12 ) 11.11 Net increase (decrease) in net assets from operations ( 4.14 ) 11.07 Net asset value per Share, end of period $ 36.07 $ 36.07 Total return, at net asset value (c)(d) ( 10.30 )% 37.20 % (e)(f) Ratio to average net assets: Net investment loss (g) ( 0.21 )% ( 0.21 )% Total expenses (g) 0.25 % 0.25 % Total expenses after fees waived (g) 0.21 % 0.21 % (a) Based on average Shares outstanding during the period. (b) The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment. (c) Based on the change in net asset value of a Share during the period. (d) Percentage is not annualized. (e) For the period January 10, 2024 ( Effective Date) to June 30, 2024. (f) For the period January 1, 2024 to June 30, 2024, the Trust’s total return was 44.28 %. (g) Percentage is annualized. 9 - Investment Valuation U.S. GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s policy is to value its investment at fair value. Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows: Level 1 −  Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 −  Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and Level 3 −  Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments. At June 30, 2024, the value of the bitcoin held by the Trust is categorized as Level 1. 10 - Subsequent Event On August 8, 2024, the Trust's name was changed from iShares Bitcoin Trust to iShares Bitcoin Trust ETF. Other than the items noted above there were no subsequent events requiring adjustment or additional disclosure in the financial statements. 10 Table of Contents Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations. This information should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of Part I of this Form 10‑Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward‑looking statements can be identified by terminology such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. 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, however, is subject to a number of risks and uncertainties, including the special considerations discussed below, 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. Although the Sponsor does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Sponsor cannot guarantee their accuracy. Except as required by applicable disclosure laws, neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions. Introduction The iShares Bitcoin Trust ETF (the “Trust”) is a Delaware statutory trust. The Trust does not have any officers, directors, or employees, and is administered by the Second Amended and Restated Trust Agreement dated as of December 28, 2023, among iShares Delaware Trust Sponsor LLC (the “Sponsor”), BlackRock Fund Advisors (the “Trustee”) and Wilmington Trust, National Association, a national association (the “Delaware Trustee”), as amended by Amendment No. 1 thereto, with effect from August 8, 2024. The Trust issues shares (“Shares”) representing fractional undivided beneficial interests in its net assets. The assets of the Trust consist primarily of bitcoin held by a custodian on behalf of the Trust. The Trust is a passive investment vehicle and seeks to reflect generally the performance of the price of bitcoin. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. 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 40,000 Shares (a “Basket”) or integral multiples thereof, based on the quantity of bitcoin attributable to each Share (net of accrued but unpaid Sponsor’s fee and any accrued but unpaid expenses or liabilities). Only registered broker-dealers that have previously entered into an agreement with the Sponsor governing the terms and conditions of such issuance (such broker-dealers, the “Authorized Participants”), can place orders to receive Baskets in exchange for cash. Baskets may be redeemed by the Trust in exchange for the cash proceeds from selling the amount of bitcoin corresponding to their redemption value. The Trust engages in bitcoin transactions for converting cash into bitcoin (in association with purchase orders) and bitcoin into cash (in association with redemption orders) by choosing, in its sole discretion, to trade directly with third parties (each, a “Bitcoin Trading Counterparty”), who are not registered broker‑dealers pursuant to written agreements between such Bitcoin Trading Counterparties and the Trust, or choosing to trade through Coinbase, Inc. (the "Prime Execution Agent") acting in an agency capacity with third parties through its Coinbase Prime service pursuant to the Prime Execution Agent Agreement. Shares of the Trust trade on The Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol IBIT. Valuation of Bitcoin ; The CF Benchmark Index On each day other than a Saturday or a Sunday, or a day on which NASDAQ is closed for regular trading (a “Business Day”), as soon as practicable after 4:00 p.m. Eastern Time (“ET”), the Trust evaluates the bitcoin held by the Trust as reflected by the CME CF Bitcoin Reference Rate – New York Variant for the Bitcoin – U.S. Dollar trading pair (the “CF Benchmarks Index”) and determines the net asset value of the Trust and the net asset value per Share (“NAV”). CF Benchmarks Index is calculated as of 4:00 p.m. ET. The CF Benchmarks Index is designed based on the IOSCO Principles for Financial Benchmarks and is a Registered Benchmark under UK Benchmark Regulations (“BMR”). The administrator of the CF Benchmarks Index is CF Benchmarks Ltd. (the “Index Administrator”) a UK incorporated company, authorized and regulated by the Financial Conduct Authority (“FCA”) of the UK as a Benchmark Administrator, under UK BMR. Liquidity 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. Critical Accounting Policies The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. A description of the valuation of bitcoin, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Valuation of Bitcoin; The CF Benchmark Index,” above. In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies. 11 Table of Contents Results of Operations The Quarter Ended June 30, 2024 The Trust’s net asset value increased from $17,788,884,882 at March 31, 2024 to $19,449,621,956 at June 30, 2024, a 9.34% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 442,400,000 Shares at March 31, 2024 to 539,160,000 Shares at June 30, 2024, a consequence of 98,120,000 Shares (2,453 Baskets) being created and 1,360,000 Shares (34 Baskets) being redeemed during the quarter. The increase in Trust’s net asset value was partially offset by a decrease in the price of bitcoin, which fell 10.24% from $70,596.99 at March 31, 2024 to $63,369.30 at June 30, 2024. The 10.30% decrease in the net asset value per Share for purposes of the Trust’s periodic financial statements (the “Financial Statement NAV”) from $40.21 at March 31, 2024 to $36.07 at June 30, 2024 is directly related to the 10.24% decrease in the price of bitcoin. The Financial Statement NAV decreased slightly more than the price of bitcoin on a percentage basis due to the Sponsor’s fee, which was $9,894,244 for the quarter, or 0.05% of the Trust’s average weighted assets of $18,538,536,352 during the quarter. The NAV of $40.90 on April 8, 2024 was the highest during the quarter, compared with a low during the quarter of $32.97 on May 1, 2024. Net decrease in net assets resulting from operations for the quarter ended June 30, 2024 was $2,110,463,201, resulting from an unrealized loss on investment in bitcoin of $2,102,796,450 and, a net investment loss of $9,894,244, partially offset by a net realized gain of $1,354,605 from bitcoin sold to pay expenses and a net realized gain of $872,888 from bitcoin sold for the redemption of Shares. Other than the Sponsor’s fee of $9,894,244, the Trust had no expenses during the quarter. The Six-Month Period Ended June 30, 2024 The Trust’s net asset value grew from $100,000 at December 31, 2023 to $19,449,621,956 at June 30, 2024. The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 4,000 Shares at December 31, 2023 to 539,160,000 Shares at June 30, 2024, a consequence of 540,520,000 Shares (13,513 Baskets) being created and 1,364,000 Shares (34 Baskets plus the original 4,000 seed Shares) being redeemed during the period. The increase in the Trust’s net asset value also benefited from an increase in the price of bitcoin, which rose 44.42% from the Trust’s first bitcoin purchase at $43,878.41 on January 5, 2024 to $63,369.30 at June 30, 2024. The 44.28% increase in the Financial Statement NAV from $25.00 at December 31, 2023 to $36.07 at June 30, 2024 is directly related to the 44.42% increase in the price of bitcoin. The Financial Statement NAV increased slightly less than the price of bitcoin on a percentage basis due to the Sponsor’s fee, which was $13,030,913 for the period, or 0.10% of the Trust’s average weighted assets of $12,754,154,131 during the period. The NAV of $41.66 on March 13, 2024 was the highest during the period, compared with a low during the period of $22.36 on January 23, 2024. Net increase in net assets resulting from operations for the period ended June 30, 2024 was $1,693,246,648, resulting from an unrealized gain on investment in bitcoin of $1,703,949,543, a net realized gain of $1,455,130 from bitcoin sold to pay expenses and a net realized gain of $872,888 from bitcoin sold for the redemption of Shares, partially offset by a net investment loss of $13,030,913. Other than the Sponsor’s fee of $13,030,913, the Trust had no expenses during the period. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not applicable.