What changed in this filing

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Item 9A. Controls and Procedures

2026-04-01 compared with 2023-03-21 · 724 added, 711 removed, 119 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and

The Trust maintains disclosure

controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management,

including our Chief Executive Officer (who serves as our principal executive officer) and Chief Financial Officer (who serves as

our principal financial and accounting officer), to allow timely decisions regarding required disclosure.

As previously described

in Part I, Item 4 of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, Part II, Item 9A of our

Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Part I, Item 4 of our Quarterly Reports on Form 10-Q

for the fiscal quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, management made enhancements to remediate

the previously reported material weakness in our internal controls and procedures.

The remediation efforts included hiring additional

qualified accounting and financial reporting personnel, providing greater access to accounting literature, research materials and

documents and increased communication among our personnel and third-party professionals with whom we consult regarding financial

statements presentation.

As required by Rules 13a-15

and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their evaluation, our

Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules

13a-15(e)and 15d-15(e) under the Exchange Act) were effective.

Management’s Report on Internal

Control over Financial Reporting

Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting,

as defined under Exchange Act Rules 13a-15(f) and 15d-15(f).

The Trust’s internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with accounting principles generally accepted in the United States.

Internal control over financial

reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the Trust’s assets, (2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s

internal control over financial reporting as of December 31, 2022.

In making this assessment, they used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated

Framework (2013).

Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting

and testing of the operational effectiveness of its internal control over financial reporting.

Based on their assessment and those

criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust

maintained effective internal control over financial reporting as of December 31, 2022.

are an “emerging growth company” under the JOBS Act, as such our independent registered public accounting firm will

not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging

growth company.

Changes in Internal Control over Financial

Other than the successful

implementation and the completion of testing of the remediation efforts discussed above, there was no change in our internal control

over financial reporting that occurred during the fiscal quarter ended December 31, 2022, that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

Regarding the Effectiveness of Disclosure Controls and Procedures

Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange

Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and

that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial Officer of the Sponsor

to allow timely decisions regarding required disclosure.

the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer of the Sponsor,

the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act).

Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer

concluded that the Trust’s disclosure controls and procedures were ineffective due to a material weakness caused by

ineffective oversight of the administrator transition process, including the transfer of tax lot data, which resulted in an audit

adjustment to the Trust’s financial statements for the fiscal year ended December 31, 2025 that did not impact the

The material weakness was identified and remains unremediated as of December 31, 2025.

Management has begun

enhancing its policies and procedures to (i) ensure the accuracy of tax lot data provided to the fund administrator and (ii) verify

that the appropriate cost relief methodology is properly implemented by the fund administrator.

Report on Internal Control over Financial Reporting;

Attestation Report of the Registered Public Accounting Firm

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly

public companies.

in Internal Control Over Financial Reporting

As of December 31, 2025, our Principal Executive Officer and Principal Financial Officer concluded that the Trust’s

disclosure controls and procedures were ineffective due to a material weakness.

See “Controls and Procedures—Conclusion Regarding

the Effectiveness of Disclosure Controls and Procedures” for a discussion of the effectiveness of disclosure controls of procedures.

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections

Not applicable.

Directors, Executive Officers

and Corporate Governance

The Trust does not have

any directors, officers or employees.

Under the Trust Agreement, all management functions of the Trust have been delegated to and

are conducted by the Sponsor, its agents and its affiliates, including without limitation, the Custodian and its agents.

of the Sponsor, Gregory D.

King, the Chief Executive Officer of the Sponsor, Robert Rokose, the Chief Financial Officer of the

Sponsor and Matthew Mascera, as Director of Operations of the Sponsor, may take certain actions and execute certain agreements

and certifications for the Trust, in their capacity as the principal officers of the Sponsor.

The following individuals

are the officers of the Sponsor responsible for overseeing the business and operations of the Trust:

King, 48, Chief Executive Officer

King is Founder

and CEO of Osprey Funds, LLC and has served as CEO of the Sponsor since its inception in October 2018.

Greg is the primary author

of several financial industry innovations including creating the first ever exchange-traded note (“ETN”) for Barclays

In 2009, Greg co-founded VelocityShares, LLC, a provider of alternative ETPs, partnering with Credit Suisse as product

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Trust does not have any directors, officers or employees.

The Sponsor has arranged for the creation and operation of the Trust.

following persons serve in the below capacities on behalf of the Sponsor:

Occupation(s)

During the Past Five Years

and Chief Executive Officer

Gregory is the Founder and CEO of the Sponsor since its inception in October

Gregory is also the founder and CEO of REX Financial.

In 2009, Gregory co-founded VelocityShares, LLC, a provider of alternative

exchange-traded products, partnering with Credit Suisse as product issuer.

VelocityShares was acquired by Janus Capital in 2014.

During his career, Greg has created and launched over 100 exchange-traded

funds and notes for Barclays, Credit Suisse, Global X Funds, VelocityShares, REX Shares, LLC, and Osprey Funds.

Greg received a

Master’s in Business Administration from the University of California, Davis, and is a CFA Charter holder.

He has been an

investor in Bitcoin since 2013.

Robert Rokose, 52, Chief Financial Officer

and Treasurer

Robert Rokose became Treasurer and CFO of the

Sponsor in March 2020.

He is also CFO of REX Shares, LLC, originally the parent company to the Sponsor.

Bob has 28 years of accounting

and financial services experience.

his career, Gregory has created and launched over 100 exchange traded funds and notes for Barclays, Credit Suisse, Global X Funds, VelocityShares,

REX Shares, and the Sponsor.

Gregory received a master’s in business administration from the University of California, Davis, and

is a CFA Charter holder.

He has been an investor in Bitcoin since 2013.

Financial Officer and Treasurer

Robert has served Treasurer and CFO of the Sponsor since March 2020.

He is also CFO and Chief Compliance Officer

of REX Financial Robert has twenty-eight years of accounting and financial services experience.

His previous roles include CFO of U.S.

Funds at JP Morgan Asset Management, Managing Director &

CFO for PIMCO/Allianz Funds and Assistant Vice President & Assistant Controller of publicly held Lexington Global Asset

Rokose has served as a Financial Services Consultant and has acted in that role since November 2016.

From May 2014

to October 2016, Mr.

Rokose was Chief Financial Officer and Treasurer of AccuShares Investment Management where he led all financial

Funds at JP Morgan Asset Management, Managing Director and CFO for PIMCO/Allianz Funds and Assistant Vice President & Assistant Controller

of publicly held Lexington Global Asset Managers.

Robert has served as a Financial Services Consultant and has acted in that role since

November 2016.

From May 2014 to October 2016, Robert was CFO and Treasurer of AccuShares Investment Management where he led all financial

accounting and reporting for the organization.

Bob is a Certified Public Accountant, licensed in the state of New York.

an undergraduate degree from Pace University and a Master of Business Administration from the University of Connecticut.

Jack Drogin, 60, General Counsel

Jack Drogin became General Counsel and Chief

Compliance Officer of the Sponsor in May 2021.

He has over thirty years’ experience as an attorney, including ten on the

Staff of the U.S.

Securities and Exchange Commission, Division of Trading and Markets.

from January 1991 to June 2001.

joining Osprey Funds, LLC, Jack was a shareholder in the Washington, D.C.

office of Murphy & McGonigle, P.C., a firm focusing

on financial services law and regulation.

He holds an undergraduate degree from the University of Pennsylvania and a law degree

from Harvard Law School.

Jack is a member of the New York and District of Columbia bars.

Matthew Mascera, 47, Director of Operations

Matthew Mascera became

Director of Operations of the Sponsor in March 2020.

Matt has 23 years of experience in the financial services industry.

From February

2016 to June 2019, Matt was Director of Operations and Trading at Seacliff Capital, a long/short equity hedge fund.

2015, Matt was a Senior Vice President in equities at FBR & Co.

Previous to that, Matt was an Executive Director at UBS

Securities where he had been since 2005.

Matt holds a bachelor’s degree in Finance from Tulane University.

Advisory Board

The Sponsor has an advisory

board, which serves in an informal, advisory capacity.

The members listed below have no formal duties in connection with their

service, but have agreed to make themselves available, upon the Sponsor’s request to advise on Sponsor matters, including

without limitation those relating to the Trust.

Each member of the advisory board, listed below, receives equity in the Sponsor

in return for their services.

Brian is the Managing Partner &

Chief Investment Officer at Off the Chain Capital, a firm focused on Graham/Dodd value investing in blockchain digital assets.

Josh is the CEO of Ritholtz

Wealth management, a New York City-based investment advisory firm.

Michael Komaransky

Michael is the founder of

Grapefruit Trading, a crypto market maker firm.

Prior, Michael served as the head of Trading at Cumberland, DRW’s digital-currency

Parsons has been a leader

in the exchange traded product industry for over twenty years.

Most recently, J.

served as the Global Head of Sales in the iShares

business of Barclays Global Investors (“BGI”).

Family Relationships

There are no family relationships

among any of our directors and executive officers.

Corporate Governance – Code of Ethics

The Sponsor’s Code

of Ethics (“Code”), adopted on May 18, 2022, as amended on June 22, 2022, which prohibits officers and employees of

the Sponsor from trading directly with the Trust (and neither the Sponsor nor any affiliate of the Sponsor trades directly with

In addition, the Code requires that any trading of $25,000 or more of Bitcoin within a 24-hour period must be reported

to the Chief Compliance Officer within two business days following such trades, and all Bitcoin transactions are reported to the

Chief Compliance Officer quarterly.

Officers and employees of the Sponsor are also prohibited from buying or selling Bitcoin during

Trade Restriction Windows, which are intended to occur on days the Trust is issuing new Units at NAV.

Finally, officers and employees

of the Sponsor are required to pre-clear all secondary market trades in OBTC.

In light of these internal controls, and the depth

and liquidity of BTC-USD trading on the Principal market, no officer, employee or affiliate of the Sponsor is in a position to

impact materially the BTC-USD price on the Principal Market, and therefore the holdings by any such person should not be material

to investors.

Code is available by writing the Sponsor at 1241 Post Road, Second Floor, Fairfield, Connecticut 06824 or calling the Sponsor at

(914) 214-4697.

The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that

guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster

compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability

for adherence to the Code of Ethics.

Robert is a Certified Public Accountant, licensed in the state of New York.

He has an undergraduate

degree from Pace University and a master’s in business administration from the University of Connecticut.

Collett has served as General Counsel of the Sponsor since November 2024.

Prior to joining the Sponsor, Gregory was General Counsel

of SwapGlobal, Inc., a crypto-focused derivatives dealer from July 2023 to November 2025.

Prior to that, he was President of BlockFi |

NB, a joint venture between Neuberger Berman and BlockFi to launch crypto-focused asset management products from February 2021 to

Sponsor has a code of ethics (the “Code of Ethics”) that applies to those associated with the Sponsor, namely each partner, officer, member/director (or other person occupying a similar status

or performing similar functions), and all employees of the Sponsor, as well as any other person who is subject to the supervision and

control of the Sponsor.

The Sponsor believes that its Code of Ethics is reasonably designed to promote compliance with insider trading

laws, rules and regulations with respect to the purchase, sale and/or other dispositions of securities, including Shares of the Trust,

as well as the applicable rules and regulations of the Exchange.

A copy of the Code of Ethics is filed as Exhibit 19.1 to this Annual

Report on Form 10-K.

Code of Ethics is also available free of charge upon written request sent to the Sponsor at 777 Brickell Ave., Suite 500, Miami, FL

EXECUTIVE COMPENSATION

Not applicable.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

Securities Authorized for Issuance under Equity Compensation

Plans and Related Stockholder Matters

Not applicable.

Security Ownership of Certain Beneficial Owners and Management

The following table sets

forth certain information with respect to the beneficial ownership of the Units for:

each person that, to the Sponsor’s knowledge based solely on the records of the Transfer Agent,

owns beneficially a significant portion of the Units;

each executive officer of the Sponsor individually;

all officers of the Sponsor as a group.

The number of Units beneficially

owned and percentages of beneficial ownership set forth below are based on the number of Units outstanding as of [January 5, 2023]

and do not take into account ownership of the Units held through Cede & Co., a nominee of DTC, for which there is no publicly

available information.

Name and Address of Beneficial Owner

Percentage of

Executive Officers of the Sponsor:

Robert Rokose

Matthew Mascera

Executive officers of the Sponsor as a group

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

Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents

and its affiliates.

Represents beneficial ownership of less than 1%.

The business address for each executive officer

of the Sponsor is c/o Osprey Funds, LLC, 1241 Post Road, 2nd Floor Fairfield, CT 06824.

Certain Relationships and Related Transactions

and Director Independence

The Sponsor has not established

formal procedures to resolve all potential conflicts of interest.

Consequently, investors may be dependent on the good faith of

the respective parties subject to such conflicts to resolve them equitably.

Although the Sponsor attempts to monitor these conflicts,

it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact, result in adverse

consequences to the Trust.

Prospective investors should

be aware that the Sponsor presently intends to assert that Unitholders have, by subscribing for Units of the Trust, consented to

the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor

to investors.

The Sponsor has a conflict

of interest in allocating its own limited resources among, when applicable, different clients and potential future business ventures,

to each of which it owes fiduciary duties.

Additionally, the professional staff of the Sponsor also services other affiliates of

the Trust, including, Rex Shares, LLC, a company under common control with the Sponsor.

Although the Sponsor and its professional

staff cannot and will not devote all of its or their respective time or resources to the management of the affairs of the Trust,

the Sponsor intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly

the affairs of the Trust consistent with its or their respective fiduciary duties to the Trust and others.

Although the Sponsor does

not engage in trading Bitcoin with the Trust, the Sponsor may receive from the Trust Bitcoin to be used to pay certain Trust expenses,

including without limitation, the Custodial fee.

In such circumstances, the Sponsor will price the Bitcoin received from the Trust

at the Bitcoin Market Price on the day it is received and convert the Bitcoin received into cash to be used to pay Trust expenses.

The Sponsor typically receives its Management Fee in Bitcoin, valued at the Bitcoin Market Price on the day such Management Fee

Principal Accounting Fees and Services

The Sponsor in its discretion, waived audit fees

for the year ended December 31, 2022, and 2021.

Fees for services performed by Grant Thornton LLP for the years ended December

31, 2022 and 2021 were:

Trust has no employees, officers or directors and is managed by the Sponsor.

None of the directors or officers of the Sponsor receive

compensation from the Trust.

The Management Fee is accrued daily and paid monthly in arrears in U.S.

dollars only, and is calculated

by the Trust Administrator.

The Trust Administrator calculates the Management Fee on a daily basis by applying the 0.49% annualized rate

to the Trust’s NAV, as determined by reference to the Index.

The Sponsor previously bore $50,000 per annum of the Trust’s

Effective December 18, 2025, the Sponsor is no longer paying any portion of the Trust’s legal fees.

The Sponsor may,

in its sole discretion and from time to time, waive all or a portion of the Management Fee for stated periods of time.

For the fiscal

period ended December 31, 2025, the Trust incurred a Management Fee of $954,927, of which $889,679 had been paid at December 31, 2025.

Management Fees of $65,248 were unpaid at December 31, 2025 and are reported as a liability on the Statements of Assets and Liabilities.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Authorized for Issuance under Equity Compensation Plans

Ownership of Certain Beneficial Owners and Management

Trust has no officers or directors.

There are no persons known by the Trust to own directly or indirectly beneficially more than 5% of

the outstanding Shares of the Trust.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

are dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably.

Although the Sponsor attempts

to monitor these conflicts, it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact,

result in adverse consequences to the Trust.

Sponsor asserts that Shareholders have, by subscribing for Shares, consented to the conflicts of interest described below in the event

of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to investors.

of the officers, directors and personnel providing services with respect to the Sponsor do not devote their time exclusively to the Trust.

These persons are directors, officers or employees of other entities, including affiliates of the Sponsor, which may compete with the

Trust for their services.

They could have a conflict between their responsibilities to the Trust and to those other entities.

Sponsor has sole current authority to manage the investments and operations of the Trust, and this may allow it to act in a way that

furthers its own interests which may create a conflict with your best interests.

Shareholders have very limited voting rights, which

limit their ability to influence matters such as amendment of the Trust Agreement, change in the Trust’s basic investment policy,

dissolution of the Trust, or the sale or distribution of the Trust’s assets.

Execution Agent

Trust may engage in sales of Bitcoin by placing orders with the Prime Execution Agent.

The Prime Execution Agent routes orders placed

by the Sponsor through the prime execution agent execution platform (the “Trading Platform”) to a Connected Trading Venue

where the order is executed.

Each order placed by the Sponsor is sent, processed and settled at each Connected Trading Venue to which

it is routed.

The Prime Execution Agent Agreement provides that the Prime Execution Agent is subject to certain conflicts of interest,

(i) the Trust’s orders may be routed to the Prime Execution Agent’s own execution venue where the Trust’s

orders may be executed against other customers of the Prime Execution Agent or with Coinbase acting as principal, (ii) the beneficial

identity of the counterparty purchaser or seller with respect to the Trust’s orders may be unknown and therefore may inadvertently

be another client of the Prime Execution Agent, (iii) the Prime Execution Agent does not engage in front-running, but is aware of the

Trust’s orders or imminent orders and may execute a trade for its own inventory (or the account of an affiliate) while in possession

of that knowledge and (iv) the Prime Execution Agent may act in a principal capacity with respect to certain orders.

As a result of these

and other conflicts, when acting as principal, the Prime Execution Agent may have an incentive to favor its own interests and the interests

of its affiliates over the Trust’s interests.

and Individual Trading/Other Clients

Sponsor and its respective officers, employees and/or affiliates (and the affiliates’ directors, officers and employees) may trade

in the Bitcoin, cryptocurrency, derivative or other markets for their own accounts and for the accounts of their clients, and in doing

so may take positions opposite to those held by the Trust or ahead of may compete with the Trust for positions in the marketplace.

trading may create conflicts of interest on behalf of one or more such persons in respect of their obligations to the Trust.

such transactions may not serve to benefit the Shareholders of the Trust and may have a positive or negative effect on the value of the

Bitcoin held by the Trust and, consequently, on the market value of Bitcoin.

There can be no assurance that any of the foregoing will

not have an adverse effect on the performance of the Trust or its Shares.

Records of proprietary trading and trading on behalf of other

clients are not available for inspection by Shareholders.

Internal written trading policies are also not available for inspection by

Shareholders.

the Sponsor and its respective officers, employees and/or affiliates (and the affiliates’ directors, officers and employees) may

trade for their own accounts at the same time that the Sponsor is managing the Trust, prospective investors should be aware that such

persons may from time-to-time take positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the

Trust and proprietary accounts may receive preferential treatment as it relates to the pool.

of Conflicts Procedures

Trust Agreement provides that whenever a conflict of interest exists between the Sponsor or any of its affiliates, on the one hand, and

the Trust or any Shareholders or any other person, on the other hand, the Sponsor will resolve such conflict of interest considering

the relative interest of each party (including its own interest) and the benefits and burdens relating to such interests, any customary

or accepted industry practices, and any applicable accepted accounting practices or principles.

a statutory trust, the Trust does not have a board of directors.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

and Non-Audit Fees

table below summarizes the audit and audit-related fees for services performed by Grant Thornton LLP, for the years ended December

31, 2025 and 2024.

Audit-related fees

All other fees

In the table above, in accordance

with the SEC’s definitions and rules, Audit Fees are fees paid to Grant Thornton LLP for professional services for the audit

of the Trust’s annual financial statements, as well as the review of financial statements included in the Trust’s Form

10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.

Pre-Approved Policies and Procedures

The Trust has no board of directors, and as a

result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm.

Such determinations,

including for the fiscal year ended December 31, 2022, are made by the Sponsor.

Exhibits and Financial Statements Schedules

of Independent Registered Public Accounting Firm Services and Fees

Sponsor approved the services provided by the Trust’s independent registered public accounting firm described above.

services are paid for by the Sponsor and the Sponsor pre-approves, including for the year ended December 31, 2025, all audit and allowed

non-audit services of the Trust’s independent registered public accounting firm, including all engagement fees and terms.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

See Index to Financial Statements on Page F-1 for a list of the

financial statements being filed herein.

“Index to Financial Statements” on Page F-1 for a list of the financial statements being filed herein.

Financial Statement Schedules

Schedules have been omitted since they are either not required,

not applicable, or the information has otherwise been included.

Exhibit Description

Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Registration

Statement on Form 10 filed by the Registrant on September 21, 2022)

of Units (incorporated by reference to Exhibit 4.6 on Form 10-K filed by the Company on March 30, 2022.

Services Agreement, dated May 18, 2020, between Osprey Bitcoin Trust and Fidelity Digital Asset Services, LLC (incorporated

by reference to Exhibit 10.1 of the Registration Statement on Form 10 filed by the Registrant on July 8, 2021)

Provider Agreement (incorporated by reference to Exhibit 10.2 of the Amendment No.

1 to Registration Statement on Form 10

filed by the Registrant on September 10, 2021)

Agency and Registrar Service Agreement (incorporated by reference to Exhibit 10.3 of the Amendment No.

1 to Registration Statement

on Form 10 filed by the Registrant on September 10, 2021)

of Subscription Agreement (incorporated by reference to Exhibit 10.4 of the Amendment No.

1 to Registration Statement on Form

10 filed by the Registrant on September 10, 2021)

Administration

Agreement (incorporated by reference to Exhibit 10.5 of the Amendment No.

1 to Registration Statement on Form 10 filed by

the Registrant on September 10, 2021)

Services Agreement, dated as of February 4, 2022, between Osprey Bitcoin Trust and Coinbase Custody Trust Company, LLC (incorporated

by reference to Exhibit 10.1 of the Form 8-K filed by the Registrant on February 10, 2022)

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

have been omitted since they are either not required, not applicable, or the information has otherwise been included.

Certificate of Trust of Osprey Bitcoin Trust

Second Amended and Restated Declaration of Trust and Trust Agreement

Amendment to Trust Agreement, dated as of April 15, 2022, between Osprey Funds, LLC and Delaware Trust Company

Second Amendment to the Trust Agreement, dated as of January 18, 2024, by and among Osprey Funds, LLC and Delaware Trust Company

Form of Third Amended and Restated Declaration of Trust and Trust Agreement

Form of Authorized Participant Agreement

Description of Registrant’s Securities

Coinbase Prime Broker Agreement, dated as of November 26, 2025, between Osprey Bitcoin Trust and Coinbase Custody Trust Company, LLC

Custodial Services Agreement (included as Exhibit A to Exhibit 10.1)

Master Trading Agreement (included as Exhibit B to Exhibit 10.1)

Trade Financing Agreement (included as Exhibit C to Exhibit 10.1)

Marketing Agent Agreement dated as of September 17, 2025, by and among Osprey Bitcoin Trust, Osprey Funds, LLC and Foreside Fund Services, LLC

Custody Agreement, dated as of November 10, 2025, between Osprey Bitcoin Trust, Osprey Funds, LLC and U.S.

Bank National Association

Trust Administration Servicing Agreement, dated as of November 10, 2025, between Osprey Bitcoin Trust, Osprey Funds, LLC and U.S.

Bancorp Fund Services, LLC dba U.S.

Bank Global Fund Services

Trust Accounting Servicing Agreement, dated as of November 10, 2025, between Osprey Bitcoin Trust, Osprey Funds, LLC and U.S.

Bancorp Fund Services, LLC dba U.S.

Bank Global Fund Services

Transfer Agent Servicing Agreement, dated as of November 10, 2025, between Osprey Bitcoin Trust, Osprey Funds, LLC and U.S.

Bancorp Fund Services, LLC dba U.S.

Bank Global Fund Services

Code of Ethics

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Principal Executive Officer Pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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* Filed herewith.

† Certain schedules or similar attachments have been omitted

pursuant to Item 601(a)(5) of Regulation S-K.

The Trust agrees to furnish supplemental copies of any of the omitted schedules or

attachments upon request by the Securities and Exchange Commission.

Compensation Clawback Policy

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** Certain exhibits and similar attachments have been omitted in reliance

on Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC

upon request.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.

Osprey Funds, LLC as Sponsor of Osprey Bitcoin Trust

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, in the capacities* indicated, thereunto duly authorized.

/s/ Gregory D.

Chief Executive Officer*

Executive Officer (Principal Executive Officer)*

March 31, 2026

/s/ Robert J.

Chief Financial Officer*

Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)*

March 31, 2026

The Registrant is a trust and the persons are signing in their capacities as officers or directors

of Osprey Funds, LLC, the Sponsor of the Registrant.

The registrant is a trust and the persons are signing in their capacities as officers of Osprey Funds, LLC, the Sponsor of the registrant.

BITCOIN TRUST

TO FINANCIAL STATEMENTS

Osprey Bitcoin Trust - Annual Financial Statements

Independent Registered Public

Accounting Firm

Statements of

Assets and Liabilities

at December 31,

2022 and 2021

Schedules of Investment at December 31,

2022 and 2021

Statements of

Operations for the years

ended December 31, 2022

Statements of Changes in Net Assets for the years ended December 31, 2022 and 2021

the Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Investors and Sponsor of

Report of Independent Registered Public Accounting Firm (PCAOB 42 )

Statements of Assets and Liabilities for December 31, 2025 and December 31, 2024

Schedules of Investment for December 31, 2025 and December 31, 2024

Statements of Operations for Years Ended December 31, 2025 and 2024

Statements of Changes in Net Assets for Years Ended December 31, 2025 and 2024

Notes to Financial Statements

of Independent Registered Public Accounting Firm

the Shareholders and The Sponsor of

Osprey Bitcoin Trust

Opinion on the financial statements

We have audited the accompanying statements

of assets and liabilities, including the schedules of investment, of Osprey Bitcoin Trust (a Delaware Statutory Trust) (the

“Trust”) as of December 31, 2022 and 2021, and the related statements of

operations and changes in net assets for each of the two years in the period ended December 31, 2022, and the related

notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Trust as

of December 31, 2022 and 2021, and the results of its operations for each of the two years

in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of

Basis for opinion

These financial statements are the responsibility of the Trust’s

Our responsibility is to express an opinion on the Trust’s financial statements based on our audits.

public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Trust in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Trust is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of

internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s

internal control over financial reporting.

on the financial statements

have audited the accompanying statements of assets and liabilities, including the schedules of investment, of Osprey Bitcoin Trust (a

Delaware Statutory Trust) (the “Trust”) as of December 31, 2025 and 2024, the related statements of operations and changes

in net assets for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Trust as of December 31, 2025 and 2024, and the results of its operations for each of the two years in the period ended

December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Trust’s management.

Our responsibility is to express an opinion on the Trust’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Trust’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks

of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as

well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis

for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Trust’s auditor since 2019.

New York, New York

March 21, 2023

Osprey Bitcoin Trust

Statements of Assets and Liabilities

December 31, 2022 and 2021

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

GRANT THORNTON LLP

have served as the Trust’s auditor since 2020.

York, New York

Bitcoin Trust

of Assets and Liabilities

31, 2025 and December 31, 2024

(Amounts in U.S.

dollars, except units issued and outstanding)

dollars, except shares issued and outstanding)

December 31, 2025

2 unchanged sentences

$ 136,691,305

$ 180,982,533

Management Fee Payable

3 unchanged sentences

$ 136,695,615

$ 180,779,483

NET ASSETS CONSIST OF:

Paid-in Capital

( 84,692,894 )

( 54,057,318 )

Accumulated net investment loss

2 unchanged sentences

Accumulated net realized gain on investment in Bitcoin

Accumulated net change in unrealized appreciation

(depreciation) on investment in Bitcoin

Accumulated net change in unrealized appreciation on investment in Bitcoin

$ 136,695,615

$ 180,779,483

Units issued and outstanding, no par value (unlimited Units authorized)

Net asset value per Unit

The accompanying notes are an integral part

of these financial statements.

Osprey Bitcoin Trust

Schedules of Investment

December 31, 2022 and 2021

Shares outstanding ( unlimited authorized)

Net asset value per Share

accompanying Notes to Financial Statements which are an integral part of the financial statements.

Bitcoin Trust

of Investment

31, 2025 and December 31, 2024

(Amounts in U.S.

dollars, except units)

December 31, 2022

dollars, except shares)

Percentage of

Investment in Bitcoin, at fair value

$ 136,691,305

(cost $ 71,478,740 )

Liabilities, less cash and other assets

Cash and Other Assets in Excess of Liabilities

$ 136,695,615

2 unchanged sentences

Investment in Bitcoin, at fair value

(cost $ 75,945,739 )

$ 180,982,533

Liabilities, less cash

(cost $ 72,751,781 )

Liabilities, less cash and other assets

$ 180,779,483

The accompanying notes are an integral part

of these financial statements.

Osprey Bitcoin Trust

Statements of Operations

the years ended December 31, 2022 and 2021

accompanying Notes to Financial Statements which are an integral part of the financial statements.

Bitcoin Trust

of Operations

Ended December 31, 2025 and 2024

(Amounts in U.S.

Year ended December 31, 2025

Year ended December 31, 2024

Year ended December 31, 2025

Year ended December 31, 2024

Management Fee

2 unchanged sentences

Total Expenses

Professional fees waived by the Sponsor

Net Investment Loss

( 2,132,835 )

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investment in Bitcoin

( 1,586,525 )

Net Realized Gain and Net Change in Unrealized Appreciation/(Depreciation) on investment in Bitcoin

Net Realized Gain on Investment in Bitcoin

1 unchanged sentence

( 43,022,043 )

Total net realized gain (loss) and net change in unrealized appreciation (depreciation) on investment in Bitcoin

Total net realized gain and net change in unrealized appreciation/(depreciation) on investment in Bitcoin

( 11,315,457 )

1 unchanged sentence

$ ( 13,448,292 )

The accompanying notes are an integral part

of these financial statements.

Osprey Bitcoin Trust

Statements of Changes in Net Assets

the years ended December 31, 2022 and 2021

(Amounts in U.S.

dollars, except units issued and outstanding)

$ 119,372,537

accompanying Notes to Financial Statements which are an integral part of the financial statements.

Bitcoin Trust

of Changes in Net Assets

Ended December 31, 2025 and 2024

dollars, except shares issued and outstanding)

Year ended December 31, 2025

Year ended December 31, 2024

Year ended December 31, 2025

Year ended December 31, 2024

Increase (decrease) in net assets from operations

3 unchanged sentences

Net realized gain on investment in Bitcoin

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

Net change in unrealized appreciation/(depreciation) on

investment in Bitcoin

( 43,022,043 )

1 unchanged sentence

( 13,448,292 )

Increase in net assets from capital transactions

Subscriptions

Decrease in net assets from capital transactions

( 30,635,576 )

( 54,057,318 )

Net decrease in net assets resulting from capital transactions

( 30,635,576 )

( 54,057,318 )

Net increase/(decrease) in net assets

( 44,083,868 )

Net assets at the beginning of the period

Net assets at the end of the period

Net assets at the beginning of the year

Net assets at the end of the year

$ 136,695,615

Change in units issued and outstanding

Units issued and outstanding at the beginning of the period

Subscriptions

Units issued and outstanding at the end of the period

* Units have been adjusted retroactively to reflect the 4:1 Unit split effective January 5, 2021.

The accompanying notes are an integral part

of these financial statements.

Osprey Bitcoin Trust

Notes to the Financial Statements

As of December 31, 2022

Osprey Bitcoin Trust (the “Trust”)

is a Delaware Statutory Trust, formed on January 3, 2019, which commenced operations on January 22, 2019 and is governed by the

Second Amended and Restated Declaration of Trust and Trust Agreement dated November 1, 2020, as amended by the Amendment to Trust

Agreement dated April 15, 2022 (the “Trust Agreement”).

In general, the Trust holds Bitcoin and, from time to time,

issues common units of fractional undivided beneficial interest (“Units”) in exchange for Bitcoin.

The investment objective

of the Trust is for the Units to track the price of Bitcoin, less liabilities and expenses of the Trust.

The Units are designed

as a convenient and cost-effective method for investors to gain investment exposure to Bitcoin, similar to a direct investment

Osprey Funds, LLC (the “Sponsor”)

acts as the sponsor of the Trust.

$ 180,779,483

Change in shares issued and outstanding

Shares issued and outstanding at the beginning of the year

( 1,080,000 )

( 2,400,000 )

Shares issued and outstanding at the end of the year

accompanying Notes to Financial Statements which are an integral part of the financial statements.

Bitcoin Trust

to Financial Statements

31, 2025 and December 31, 2024

Bitcoin Trust (the “Trust”) is a Delaware statutory trust that issues shares representing fractional undivided

beneficial interests (“Shares”, formerly referred to as “Units”) in its net assets.

The assets of the Trust

consist primarily of Bitcoin held by a custodian on behalf of the Trust.

The Trust seeks to generally reflect the performance of the

price of Bitcoin as measured by reference to the CME CF Bitcoin Reference Rate – New York Variant (the “Index”),

less the Trust’s expenses and other liabilities.

Osprey Funds, LLC (the “Sponsor”) is the sponsor of the Trust;

CSC Delaware Trust Company (the “Trustee”) is the trustee of the Trust;

Coinbase Custody Trust Company, LLC (the

“Bitcoin Custodian”) is the custodian for the Trust’s Bitcoin holdings;

Bank National Association (the

“Cash Custodian” and, together with the Bitcoin Custodian, the “Custodians”) is the custodian for the

Trust’s cash holdings and U.S.

Bancorp Fund Services, LLC (d/b/a U.S.

Bank Global Fund Services) (the “Trust

Administrator” and the “Transfer Agent”) is the administrator of, and the transfer agent for, the Trust, effective

December 19, 2025;

Securitize Fund Services, LLC was Trust Administrator prior to U.S.

Bancorp Fund Services, LLC.

The sub-transfer

agent for the Trust (the “sub-Transfer Agent”) is Continental Stock Transfer & Trust Company.

The Trust was formed

on January 3, 2019 and commenced operations on January 22, 2019.

The Trust is governed by the Third Amended And Restated Declaration

Of Trust And Trust Agreement dated December 18, 2025 (the “Trust Agreement”), as further amended on January 9, 2026.

On August 6, 2025, the Sponsor filed a

registration on Form S-1 with the U.S.

Securities and Exchange Commission (“SEC”) to register the Trust’s Shares

under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Trust’s conversion to

an exchange traded product.

The registration statement, as amended, was declared effective on December 18, 2025.

Other funds under the Osprey name are also managed by the Sponsor.

The Sponsor is responsible

for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement.

The Sponsor is responsible for

preparing and providing annual reports on behalf of the Trust to investors and is also responsible for selecting and monitoring

the Trust’s service providers.

The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement.

is responsible for preparing and providing annual reports on behalf of the Trust to investors and is also responsible for selecting and

monitoring the Trust’s service providers.

As consideration for the Sponsor’s services, the Trust pays the Sponsor a Management

Fee (as defined herein) as discussed in Notes 2 and 5.

Fidelity Digital Asset Services,

LLC was the custodian for the Trust as of and for the year ended December 31, 2021.

During March 2022, the Trust changed custodians

to Coinbase Custody Trust Company, LLC (the “Custodian”).

The Custodian is responsible for safeguarding the Bitcoin

held by the Trust.

The transfer agent for the Trust

(the “Transfer Agent”) is Continental Stock Transfer & Trust Company.

The Transfer Agent is responsible the issuance

and redemption of Units, the payment, if any, of distributions with respect to the Units, the recording of the issuance of the

Units and the maintaining of certain records therewith.

Fee as discussed in Notes 2 and 5.

Pursuant to agreements between REX Services, LLC (“REX Services”) and the Sponsor, REX

Services provides legal, compliance, general administrative, operational, and marketing support to the Sponsor.

investment objective of the Trust is for the Shares to reflect the performance of Bitcoin as measured by reference to the Index, less

the Trust’s expenses and other liabilities.

The Index is an independently calculated value based on an aggregation of executed

trade flow of major Bitcoin spot platforms.

The administrator of the Index is CF Benchmarks Ltd.

Trust has listed the Shares on Nasdaq Stock Market LLC (the “Listing Exchange”) under the symbol “OBTC.” Prior

to listing the Shares for trading on the Listing Exchange, the Trust issued Shares pursuant to Regulation D under the Securities Act

and the Shares were quoted on OTC Markets Group, Inc.’s OTCQX® Best Marketplace (“OTCQX”) under the ticker symbol

Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of Bitcoin.

This means the Sponsor

does not speculatively sell Bitcoin at times when its price is high or speculatively acquire Bitcoin at low prices in the expectation

of future price increases.

It also means the Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet

its investment objective.

The Trust is not a registered investment company under the Investment Company Act and is not required to register

under the Investment Company Act.

The Sponsor is not registered with the SEC as an investment adviser and is not subject to regulation

by the SEC, as such, in connection with its activities with respect to the Trust.

The Trust is not a commodity pool for purposes of the

Commodity Exchange Act, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (“CFTC”)

as a commodity pool operator or a commodity trading advisor in connection with its activities with respect to the Trust.

Summary of Significant Accounting Policies

Basis of Presentation

The financial statements are expressed

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

The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial

following is a summary of significant accounting policies consistently followed by the Trust in the preparation of these financial statements.

of Presentation

following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statement.

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America

The Trust’s financial statements have been prepared using the accounting and reporting guidance of the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services

— Investment Companies .

The Trust is not registered with U.S.

Securities and Exchange Commission (“SEC”) under

the Investment Company Act of 1940.

Use of Estimates

GAAP requires management to make

estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes.

The most significant

estimate in the financial statements is the fair value of investments in Bitcoin.

Actual results could differ from those estimates

and these differences could be material.

Cash is received by the Trust from

investors and converted into Bitcoin for investment.

Cash held by the Trust represents deposits maintained with Signature Bank

At times, bank deposits may be in excess of federally insured limits.

In accordance with ASC 230 “Statement of

Cash Flows”, the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected

not to provide a statement of cash flows.

Subscriptions and Redemptions

Proceeds received by the Trust

from the issuance and sale of Units consist of Bitcoin deposits and forked or airdropped cryptocurrency coins from the Bitcoin

Network, or their respective U.S.

dollar cash equivalents.

Such Bitcoins (or cash equivalent) will only be (1) owned by the Trust

and held by the Custodian (or, if cash, used by the Sponsor to purchase Bitcoins to be held by the Custodian), (2) disbursed (or

converted to U.S.

dollars, if necessary) to pay the Trust’s expenses, (3) distributed to Accredited Investors (subject to

obtaining regulatory approval from the SEC described below) in connection with the redemption of Units, (4) distributed (or converted

dollars, prior to distribution, to Unitholders as dividends, and (5) liquidated in the event that the Trust terminates

or as otherwise required by law or regulation.

The Trust conducts its transactions

in Bitcoin, including receiving Bitcoin for the creation of Units and delivering Bitcoin for the redemption of Units (if a redemption

program were to be established) and for the payment of the Management Fee.

During June 2020, the Trust began

a continuous offering of up to $ 5,000,000 of Units with no par value, each Unit representing a fractional undivided beneficial

interest in the Trust.

154,183 Units were sold to both accredited and non-accredited investors in an offering of up to $ 5,000,000

of Units, dated June 1, 2020, registered in Connecticut and qualified in New York, pursuant to Rule 504 of Regulation D under the

Securities Act of 1933, as amended (the “Securities Act”) (“Rule 504 Offering”).

The Rule 504 Offering

closed on August 12, 2020.

On November 12, 2020, the Trust

began an offering of an unlimited number of Units pursuant to Rule 506(c) under the Securities Act (“November 2020 Offering”).

4,206,224 Units were sold in the November 2020 Offering.

On December 30, 2020, the Sponsor

of the Trust announced that it has declared a four to one split of the Trust’s issued and outstanding Units of fractional

undivided beneficial interest.

With the Unit split, Unitholders of record on December 31, 2020 received four additional Units of

the Trust for each Unit held.

The effective date of the split was January 5, 2021.

The Units that were issued in the Rule 504 Offering

and the November 2020 Offering were adjusted retroactively to reflect the 4:1 Unit split effective January 5, 2021.

On January 14, 2021, the Financial

Industry Regulatory Authority (“FINRA”) determined that the Trust’s Units met the criteria for trading on the

over-the-counter market (“OTC Market”).

On February 16, 2021, the Trust’s Units began trading in the OTC Market,

operated by OTC Markets Group, Inc., under the ticker symbol “OBTC”.

On March 3, 2021, the Trust’s Units began

trading in the OTCQX tier of the OTC Market, under the ticker symbol “OBTC.”

Effective November 1, 2021, the

Trust suspended the November 2020 Offering under Rule 506(c) under the Securities Act.

As of December 31, 2022, there

were 8,340,536 Units issued and outstanding.

161,444 of the Units

are restricted securities that

may not be resold absent registration or an exemption from registration under the Securities Act, and 8,179,092 of the Units are

unrestricted securities.

The Trust is currently unable to

redeem Units.

At some date in the future, the Trust may seek approval from the SEC to operate an ongoing redemption program.

Investment Transactions and

Revenue Recognition

The Trust identifies Bitcoin as

an “other investment” in accordance with ASC 946.

The Trust records its investment transactions on a trade date basis

and changes in fair value are reflected as the net change in unrealized appreciation or depreciation on investments.

Realized gains

and losses are calculated using a first in first out method.

Realized gains and losses are recognized in connection with transactions

including settling obligations for the Management Fee and other expenses in Bitcoin.

Management Fee

The Trust is expected to pay the

remuneration due to the Sponsor (the “Management Fee” or “Sponsor Fee”).

The Management Fee is charged

by Sponsor to the Trust at an annual rate of 0.49 % of the daily Net Asset Value of the Trust and accrues daily in Bitcoin.

Management Fee is payable at the Sponsor’s sole discretion, in Bitcoin or in U.S.

Dollars for the Bitcoin Market Price (as

defined herein) in effect for such Bitcoin at the time of payment.

Trust Expenses

In accordance with the Trust Agreement,

the Sponsor bears the routine operational, administrative and other ordinary administrative operating expenses of the Trust (the

“Assumed Expenses”) other than audit fees, index license fees, aggregate legal fees in excess of $50,000 per annum

and the fees of the Custodian ( “Excluded Expenses”) and certain extraordinary expenses of the Trust, including but

not limited to taxes and governmental charges, expenses and costs, expenses and indemnities related to any extraordinary services

performed by the Sponsor (or any other service provider, including the Trustee) on behalf of the Trust to protect the Trust or

the interest of Unitholders, indemnification expenses, fees and expenses related to public trading on OTCQX (“Extraordinary

Other expenses reported on the accompanying statements of operations is comprised of Excluded Expenses.

Fair Value Measurements

The Trust’s investment in Bitcoin

is stated at fair value in accordance with ASC 820-10 “Fair Value Measurements”, which outlines the application of

fair value accounting.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability

(i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose.

The Trust is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940,

GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying

Actual results could differ from those estimates and these differences could be material.

the Trust does not intend to hold cash, except in connection with cash orders for creations or redemptions of Baskets.

Cash includes

non-interest bearing non-restricted cash with one institution.

Cash in a bank deposit account, at times, may exceed U.S.

federally insured

The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on

such bank deposits.

In accordance with ASC Topic 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from

the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows.

Transactions and Revenue Recognition

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

The Trust considers investment

transactions to be the receipt of Bitcoin for Share creations and the delivery of Bitcoin for Share redemptions, or for payment of

expenses in Bitcoin.

The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as

net change in unrealized appreciation or depreciation on investments.

Gains and losses realized on sales of investments are

calculated using a first in, first out method and will be recognized in the statements of operations in the period in which the sale

Realized gains and losses are recognized in connection with transactions including settling obligations for the Management

Fee and other expenses in Bitcoin.

made by the Trust intend to be limited to investments in Bitcoin and cash.

Trust is deemed to be an individual segment and the Chief Executive Officer of the Sponsor acts as the Trust’s

chief operating decision maker (“CODM”).

The CODM monitors the operating results of the Trust as a whole and the Trust’s

investment objective is pre-determined in accordance with the terms of the Trust Agreement.

The financial information provided to and

reviewed by the CODM is consistent with the information presented in the Trust’s financial statements.

Trust is expected to pay the remuneration due to the Sponsor (the “Management Fee”).

The Management Fee is charged by the

Sponsor to the Trust at an annual rate of 0.49 % of the daily Net Asset Value of the Trust and payable to the Sponsor monthly in arrears

Historically, the Trust paid the Management Fee in

Bitcoin, but upon listing as an exchange traded fund, the Management Fee has begun to be paid in U.S.

When selling Bitcoin to

pay expenses, the Sponsor endeavors to sell the exact number of Bitcoin needed to pay expenses in order to minimize the Trust’s

holdings of assets other than Bitcoin.

accordance with the Trust Agreement, the Sponsor shall assume and pay all routine and ordinary administrative and operating expenses

of the Trust including the fees of the Trustee, the Trust Administrator, Fund accountant, Transfer Agent, the Custodians’ Fees,

listing exchange fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal

fees and expenses.

Value Measurements

Trust’s valuation procedures provide for the designation of the Sponsor to determine the valuation sources and policies to prepare

the Trust’s financial statements in accordance with U.S.

The Trust’s investment in Bitcoin is stated at fair value.

To determine the fair value of the Trust’s investment in Bitcoin

and the Trust’s net asset value (“NAV”) in accordance with U.S.

GAAP, the Trust follows the guidance in ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting.

is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”)

in an orderly transaction between market participants at the measurement date.

820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal

market, the most advantageous market.

Principal market is the market with the greatest volume and level of activity for Bitcoin,

and the most advantageous market is defined as the market that maximizes the amount that would be received to sell the asset or

minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs.

The principal market

is generally selected based on the most liquid and reliable exchange (including consideration of the ability for the Trust to access

the specific market, either directly or through an intermediary, at the end of each period).

The Sponsor has identified Coinbase

Pro as its principal market for Bitcoin.

GAAP utilizes a fair value hierarchy

for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs

by requiring that the most observable inputs be used when available.

Observable inputs are those that market participants would

use in pricing the asset or liability based on market data obtained from sources independent of the Trust.

Unobservable inputs

reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based

on the best information available in the circumstances.

The fair value hierarchy is categorized

into three levels based on the inputs as follows:

Level 1 – Valuations based

on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.

valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail

a significant degree of judgment.

Level 2 – Valuations based

on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based

on inputs that are unobservable and significant to the overall fair value measurement.

The availability of valuation techniques

and observable inputs can vary by investment.

To the extent that valuations are based on sources that are less observable or unobservable

in the market, the determination of fair value requires more judgment.

Fair value estimates do not necessarily represent the amounts

that may be ultimately realized by the Trust.

Definition of Net Asset Value

The net asset value (“NAV”)

of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s assets.

calculated on each business day and is equal to the aggregate value of the Trust’s assets less its liabilities (which include

accrued but unpaid fees and expenses, both estimated and finally determined), based on the Bitcoin Market Price.

In calculating

the value of the Bitcoin held by the Trust on any business day, the Trust will use the market price as of 4:00 p.m.

New York time.

The Trust will also calculate the

NAV per Unit of the Trust daily, which equals the NAV of the Trust divided by the number of outstanding Units (the “NAV per

The Trust considers 4:00 p.m.

New York time as a cut off for the end of the day reporting.

The principal market is the market with the greatest volume and level of activity for Bitcoin, and

the most advantageous market is defined as the market that maximizes the amount that would be received to sell the asset or minimizes

the amount that would be paid to transfer the liability, after taking into account transaction costs.

The principal market is generally

selected based on the most liquid and reliable exchange (including consideration of the ability for the Trust to access the specific

market, either directly or through an intermediary, at the end of each period).

The Sponsor evaluates relevant market activity and periodically reassesses

the appropriateness of the principal market.

The Trust determined the fair value per Bitcoin using the

price provided at 4:00 p.m., New York time, by principal market on December 31, which represents both the valuation measurement time and

the end of the Trust’s fiscal year reporting period.

GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes

the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are those that

market participants would use in pricing the asset or liability based on market data obtained from sources independence of the Trust.

Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability

developed based on the best information available in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability

Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations

do not entail a significant degree of judgment.

2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly

or indirectly.

3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

availability of valuation techniques and observable inputs can vary by investment.

To the extent that valuations are based on sources

that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Fair value estimates

do not necessarily represent the amounts that may be ultimately realized by the Trust.

Fair Value of Bitcoin :

The investment measured at fair

value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of December

31, 2022 and December 31, 2021:

investment measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the

following as of December 31, 2025, and December 31, 2024:

of Fair Value, Assets Measured on Recurring Basis

Fair Value Measurement Category

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Investment in Bitcoin

$ 136,691,305

Fair Value Measurement Category

1 unchanged sentence

Investment in Bitcoin

The Trust determined the fair value

per Bitcoin using the price provided at 4:00 p.m., New York time, by Coinbase Pro as the Trust’s principal market.

The Management Fee payable accrued

in Bitcoin is converted into United States dollar amount at the period-end Bitcoin Market Price.

The fluctuations arising from

the effect of changes in liability denominated in Bitcoin are included with the net realized or unrealized appreciation or depreciation

on investment in Bitcoin in the statements of operations.

The following represents the changes

in quantity and the respective fair value of Bitcoin for the year ended December 31, 2022:

$ 180,982,533

following represents the changes in quantity and the respective fair value of Bitcoin for the years ended December 31, 2025 and December

of Investment Holdings of Investments

Balance at January 1, 2025

$ 180,982,533

Bitcoin distributed for redemptions

( 30,635,576 )

Bitcoin distributed for Management Fee, related party

( 1,026,669 )

Bitcoin distributed for other fees

( 1,307,602 )

Net realized gain on investment in Bitcoin

2 unchanged sentences

Balance at December 31, 2025

Net realized gain on the transfer

of Bitcoins to pay the Management Fee and other expenses for the year ended December 31, 2022, was $ 834,003 , which includes $ 809,988

net realized gain on investment in Bitcoin, and $ 24,015 net realized gain resulted from the changes in liabilities denominated

Net change in unrealized depreciation on investment in Bitcoin for the year ended December 31, 2022, was $ 83,373,064 ,

which includes net change in unrealized depreciation on investment in Bitcoin of $ 83,374,314 , and $ 1,250 net unrealized appreciation

due to changes in value of liabilities denominated in Bitcoin.

The following represents the changes

in quantity and the respective fair value of Bitcoin for the year ended December 31, 2021:

$ 136,691,305

Balance at January 1, 2024

$ 115,545,433

Bitcoin distributed for redemptions

( 54,057,318 )

Bitcoin distributed for Management Fee, related party

Bitcoin distributed for other fees

Subscriptions

Net realized gain on investment in Bitcoin

2 unchanged sentences

$ 180,982,533

Net realized gain on the transfer

of Bitcoins to pay the Management Fee and other expenses for the year ended December 31, 2021, was $ 12,335 , which includes $ 29,635

net realized gain on investment in Bitcoin, and $ 17,300 net realized loss resulted from the changes in liabilities denominated

Net change in unrealized appreciation on investment in Bitcoin for the year ended December 31, 2021, was $ 16,857,832 ,

which includes net change in unrealized appreciation on investment in Bitcoin of $ 16,844,774 , and $ 13,058 net unrealized appreciation

due to changes in value of liabilities denominated in Bitcoin.

The Trust is a grantor trust for

realized gain on the transfer of Bitcoin to pay the Management Fee, redemptions, and other expenses for the year ended December 31,

2025, was $ 31,706,586 ,

which includes $ 31,696,806

net realized gain on investment in Bitcoin, and $ 9,780

net realized gain resulted from the changes in liabilities denominated in Bitcoin.

Net change in unrealized depreciation on

investment in Bitcoin for the year ended December 31, 2025, was $ 43,022,043 ,

which includes net change in unrealized depreciation on investment in Bitcoin of $ 43,018,187 ,

net unrealized depreciation due to changes in value of liabilities denominated in Bitcoin.

The Management Fee payable accrued in Bitcoin is converted into United States dollar amount at the period-end Bitcoin

Market Price.

The fluctuations arising from the effect of changes in liability denominated in Bitcoin are included with the net realized

or unrealized appreciation or depreciation on investment in Bitcoin in the statements of operations.

realized gain on the transfer of Bitcoin to pay the Management Fee, redemptions, and other expenses for the year ended December 31, 2024,

was $ 52,607,095 , which includes $ 52,631,033 net realized gain on investment in Bitcoin, and $ 23,938 net realized loss resulted from the

changes in liabilities denominated in Bitcoin.

Net change in unrealized appreciation on investment in Bitcoin for the year ended December

31, 2024, was $ 68,351,967 , which includes net change in unrealized appreciation on investment in Bitcoin of $ 68,348,645 , and $ 3,322 net

unrealized appreciation due to changes in value of liabilities denominated in Bitcoin.

Related Parties

Prior to December 19, 2025, the

Sponsor paid certain expenses on behalf of, and was reimbursed by, the Trust.

For the years ended December 31, 2025 and 2024 the Trust

reimbursed the Sponsor the expenses in the amount of $ 1,307,602 and $ 813,233 , respectively.

As of December 31, 2025, and December 31,

2024, there were unreimbursed expenses of $ 0 and $ 322 due to the Sponsor, respectively.

the year ended December 31, 2025 and 2024 the Trust incurred Management Fees of $ 954,927 and $ 678,610 , respectively, which are recorded

in the accompanying statements of operations.

As of December 31, 2025, and December 31, 2024, there were unpaid Management Fees of $ 65,248

and $ 75,278 , respectively, which are due to Sponsor and recorded as management fee payable in the accompanying statements of assets and

Trust’s Management Fee is accrued daily and payable to the Sponsor monthly in arrears in U.S.

From inception through November 30, 2025, all Management Fees have been

paid in Bitcoin to the Sponsor.

Effective December 2025 Management Fees are to be paid in U.S.

March 27, 2024, the Trust effected a redemption of 2,400,000 Shares

in the amount of $ 54,057,318 for

an affiliated investor, Anax Trading, LLC which is under common control with the Sponsor.

This redemption represented approximately 29 %

of Shares of the Trust.

The aggregate number of Shares owned by related parties was 264,937 ,

valued at $ 7,450,974

538,490 , valued at $ 16,387,065 on

December 31, 2025, and December 31, 2024, respectively.

Creations and Redemptions of Shares

Trust issues and redeems Shares only in blocks of 10,000

or integral multiples thereof (each, a “Basket”), based on the quantity of Bitcoin attributable to each Share (net of

accrued but unpaid Management Fee and any accrued but unpaid expenses or liabilities).

These transactions take place in exchange for

Bitcoin or cash.

Baskets are offered continuously at the index-based net asset value (“Index-based NAV”) per Share for 10,000

For purposes of creating and redeeming Baskets, the Trust uses an Index-based NAV calculated based on the value of Bitcoin

as reflected by the CME CF Bitcoin Reference Rate – New York Variant.

The Trust’s NAV, calculated in accordance with

GAAP, is used for financial reporting purposes and may differ from the Index-based NAV.

Only registered broker-dealers that

become authorized participants by entering into a contract with the Sponsor and the Trustee (“Authorized Participants”)

may purchase or redeem Baskets.

Shares will be offered to the public from time to time at varying prices that will reflect the price

of Bitcoin and the trading price of the Shares on the Listing Exchange at the time of the offer.

Authorized Participants may deliver Bitcoin or cash to create Shares and receive Bitcoin or cash when redeeming Shares.

When purchasing

a Basket in exchange for cash, the Trust will create Shares by receiving Bitcoin from a third-party, that is not the Authorized Participant,

and the Trust is responsible for selecting the third-party to deliver the Bitcoin.

Further, the third-party will not be acting as an

agent of the Authorized Participant with respect to the delivery of the Bitcoin to the Trust or acting at the direction of the Authorized

Participant with respect to the delivery of the Bitcoin to the Trust.

When redeeming a Basket in exchange for cash, the Trust will redeem

shares by delivering Bitcoin to a third-party, that is not the Authorized Participant, and the Trust, not the Authorized Participant,

is responsible for selecting the third-party to receive the Bitcoin.

Further, the third-party will not be acting as an agent of the Authorized

Participant with respect to the receipt of the Bitcoin from the Trust or acting at the direction of the Authorized Participant with respect

to the receipt of the Bitcoin from the Trust.

The third-party will be unaffiliated with the Trust and the Sponsor.

purchasing a Basket in-kind, in exchange for Bitcoin, Authorized Participants deliver Bitcoin to the Bitcoin Custodian.

Upon the Bitcoin

Custodian’s receipt of the Bitcoin, the Transfer Agent issues a Basket to the creating Authorized Participant in satisfaction of

the creation order.

When redeeming Baskets in-kind, in exchange for Bitcoin, the Transfer Agent will redeem the Shares and the Bitcoin

Custodian will distribute the resulting Bitcoin to the redeeming Authorized Participant in satisfaction of the redemption order.

a subscription of Shares, the subscription shall be in the amount of cash needed to purchase the amount of Bitcoin represented by

the Basket being created, as calculated by the Administrator.

For a redemption of Shares, the Sponsor shall arrange for the Bitcoin

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

The amount of Bitcoin is equal to the combined Index-based

NAV of the number of Shares included in the Baskets being created (or redeemed) determined as of 4:00 p.m.

New York time on the day

the order to create or redeem Baskets is properly received.

The transfer agent coordinates with the Trust’s custodians in

order to facilitate settlement of the Shares.

who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and will incur customary brokerage

commissions and charges.

Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative

to the NAV of the Shares of the Trust.

March 5, 2024, the Trust had filed a certification on Form 15 with the Securities and Exchange Commission to terminate the registration

of the Trust’s Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended.

of December 31, 2024, there were 5,940,536

Shares issued and outstanding.

of the Shares are restricted securities that may not be resold

absent registration or an exemption from registration under the Securities Act, and 5,893,929

of the Shares are unrestricted securities.

As of December 31,

2025, there were 4,860,536

Shares issued and outstanding.

14,836 of the Shares are restricted securities that may not be resold absent registration or an exemption

from registration under the Securities Act, and 4,845,700 of the Shares are unrestricted securities.

in the number and value of Shares created and redeemed for the period ended December 31, 2025 are as follows:

Schedule of Activity

in the Number and Value of Shares Created and Redeemed

Shares Issued

Shares Redeemed

( 1,080,000 )

( 30,635,576 )

( 2,400,000 )

( 54,057,318 )

( 1,080,000 )

$ ( 30,635,576 )

( 2,400,000 )

$ ( 54,057,318 )

Federal Income Taxes

Sponsor and Trustee assert that the Trust is a grantor trust for U.S.

federal income tax purposes.

Accordingly, the Trust will not be subject to U.S.

Assuming that the Trust is properly

treated as a grantor trust, the Trust will not be subject to U.S.

federal income tax.

Rather, each beneficial

owner of Units will be treated as directly owning its pro rata share of the Trust’s assets and a pro rata portion of the

Trust’s income, gain,

losses and deductions will “flow

through” to each beneficial owner of Units.

In accordance with GAAP, the Trust

has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not”

to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not”

threshold, based on the largest benefit that is more than 50% likely to be realized.

As of December 31, 2022, the Trust did not

have a liability for any unrecognized tax amounts for uncertain tax positions related to federal, state, and local income taxes.

However, the conclusions concerning

the determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based

on factors including, but not limited to, further implementation guidance, and on-going analyses of and changes to tax laws, regulations

and interpretations thereof.

The Sponsor of the Trust has evaluated

whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves

for uncertain tax positions related to federal, state and local income taxes existed as of December 31, 2022 and December 31, 2021.

Rather, if the Trust is a grantor trust, each beneficial

owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s

income, gain, losses and deductions will “flow through” to each beneficial owner of Shares.

As such, each shareholder reports

his/her allocable share of income, gain, loss, deductions or credits on his/her own income tax return.

to the new and evolving nature of digital currencies and the absence of comprehensive guidance with respect to digital currencies, many

significant aspects of the U.S.

federal income tax treatment of digital currency, such as Bitcoin, are uncertain.

It is unclear what

guidance on the treatment of digital currency for U.S.

federal income tax purposes may be issued in the future.

It is possible that any

such guidance could have an adverse effect on the prices of digital currency, including on the price of Bitcoin in digital asset platforms,

and therefore may have an adverse effect on the value of the Shares.

the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S.

federal income tax

However, due to the uncertain treatment of digital assets, including forks, airdrops and similar occurrences for U.S.

income tax purposes, there can be no assurance in this regard.

If the Trust were classified as a partnership for U.S.

federal income

tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences described herein,

although there might be certain differences, including with respect to timing.

In addition, tax information reports provided to beneficial

owners of Shares would be made in a different form.

If the Trust were not classified as either a grantor trust or a partnership for U.S.

federal income tax purposes, it would be classified as a corporation for such purposes.

In that event, the Trust would be subject to

entity-level U.S.

federal income tax ( currently at the rate of 21% ) on its net taxable income and certain distributions made by the Trust

to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits.

However, due to the uncertain treatment of digital assets for U.S.

federal income tax purposes, there can be no assurance in this regard.

accordance with U.S.

GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial

statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax

position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized.

Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current

As of, and during the years ended December 31, 2025 and 2024, the Trust did not have a liability for any unrecognized tax amounts.

However, the Sponsor’s conclusions concerning its determination of “more-likely-than-not” tax positions may be subject

to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing

analyses of and changes to tax laws, regulations and interpretations thereof.

Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and

has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of December 31,

2025 or 2024.

The Trust’s 2023, 2024, and 2025 tax returns are subject to audit by federal, state and local tax authorities.

Related Parties

The Sponsor pays certain expenses

on behalf of, and is reimbursed by, the Trust.

For the years ended December 31, 2022, and 2021 the Trust reimbursed the Sponsor

the expenses in the amount of $ 531,601 and $ 314,213 , respectively.

As of December 31, 2022 and 2021, $ 166,804 and $ 0 of expenses

remain payable to the Sponsor, respectively, which are recorded as due to the Sponsor in the accompanying statements of assets

and liabilities.

The outstanding payable is comprised mostly of expenses related to insurance.

The Sponsor in its discretion,

may elect to reduce, or waive, the Trust’s expenses.

For years ended December 31, 2022, and 2021, the Sponsor irrevocably

waived $ 0 and $ 109,000 , respectively, of the Trust’s audit fees.

For the years ended December 31,

2022 and 2021, the Trust incurred Management Fees of $ 388,890 and $ 605,731 , respectively, which are recorded in the accompanying

statements of operations.

As of December 31, 2022 and December 31, 2021, there were unpaid Management Fees of $ 19,213 and $ 53,985 ,

respectively, which are recorded as management fee payable in the accompanying statements of assets and liabilities.

The Trust’s Management Fee

is accrued daily in Bitcoins and will be payable, at the Sponsor’s sole discretion, in U.S.

dollars or in Bitcoins at the

Bitcoin market price in effect at the time of such payment.

From inception through December 31, 2022, all Management Fees have

been made in Bitcoin to the Sponsor.

Risks and Uncertainties

Investment in Bitcoin

The Trust is subject to various

risks including market risk, liquidity risk, and other risks related to its concentration in a single asset, Bitcoin.

in Bitcoin is currently unregulated, highly speculative, and volatile.

The net asset value of the Trust

relates primarily to the value of Bitcoin held by the Trust, and fluctuations in the price of Bitcoin could materially and adversely

affect an investment in the Units of the Trust.

Trust is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in a single asset,

Investing in Bitcoin is currently unregulated, highly speculative, and volatile.

net asset value of the Trust relates primarily to the value of Bitcoin held by the Trust, and fluctuations in the price of Bitcoin could

materially and adversely affect an investment in the Shares of the Trust.

Accordingly, a decline in the price of bitcoin will have an

adverse effect on the value of the Shares of the Trust.

The price of Bitcoin has a limited history.

1 unchanged sentence

have been volatile and subject to influence by many factors including the levels of liquidity.

If Bitcoin exchanges continue to

experience significant price fluctuations, the Trust may experience losses.

Several factors may affect the price of Bitcoin, including,

but not limited to, global Bitcoin supply and demand, theft of Bitcoin from global exchanges or vaults, and competition from other

forms of digital currency or payment services.

The Bitcoin held by the Trust are commingled and the Trust’s Unitholders have

no specific rights to any specific Bitcoin.

In the event of the insolvency of the Trust, its assets may be inadequate to satisfy

a claim by its Unitholders.

There is currently no clearing

house for Bitcoin, nor is there a central or major depository for the custody of Bitcoin.

There is a risk that some or all of the

Trust’s Bitcoin could be lost or stolen.

The Trust does not have insurance protection on its Bitcoin which exposes the Trust

and its Unitholders to the risk of loss of the Trust’s Bitcoin.

that may have the effect of causing a decline in the price of bitcoin include negative perception of crypto assets;

a lack of stability

and standardized regulation in the crypto 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.

Bitcoin exchanges continue to experience significant price fluctuations, the Trust may experience losses.

Several factors may affect

the price of Bitcoin, including, but not limited to, global Bitcoin supply and demand, theft of Bitcoin from global exchanges or vaults,

and competition from other forms of digital currency or payment services.

The Bitcoin held by the Trust are commingled and the Trust’s

Shareholders have no specific rights to any specific Bitcoin.

In the event of the insolvency of the Trust, its assets may be inadequate

to satisfy a claim by its Shareholders.

is currently no clearing house for Bitcoin, nor is there a central or major depository for the custody of Bitcoin.

There is a risk that

some or all of the Trust’s Bitcoin could be lost or stolen.

The Trust does not have insurance protection on its Bitcoin which exposes

the Trust and its Shareholders to the risk of loss of the Trust’s Bitcoin.

Further, Bitcoin transactions are irrevocable.

incorrectly transferred Bitcoin may be irretrievable.

As a result, any incorrectly executed Bitcoin transactions could adversely

affect an investment in the Trust.

To the extent private keys for

Bitcoin addresses are lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may

be unable to access the Bitcoin held in the associated addresses and the private keys will not be capable of being restored.

processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is

or incorrectly transferred Bitcoin may be irretrievable.

As a result, any incorrectly executed Bitcoin transactions could adversely affect

an investment in the Trust.

the extent private keys for Bitcoin addresses are lost, destroyed or otherwise compromised and no backup of the private keys are accessible,

the Trust may be unable to access the Bitcoin held in the associated addresses and the private keys will not be capable of being restored.

The processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is

subject to operational risk.

A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely

affect the value of Bitcoin.

A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect

the value of Bitcoin.

The Custodian

The digital assets owned by the

Trust are held by the Custodian and secured in a segregated custody account.

All digital asset private keys are stored in offline

storage, or “cold” storage.

“Cold” storage is a safeguarding method by which the private keys corresponding

to digital assets are disconnected and/or deleted entirely from the internet.

As a result of digital assets being stored in “cold”

storage, any withdrawal and subsequent transaction request to the Custodian by the Trust requires a twenty-four (24) hour prior

notice to process.

Such time delay between the withdrawal request and processing of the withdrawal may negatively impact the price

of the digital asset upon sale.

The Custodian provides the Trust with monthly account statements.

The Custodian is independent

from the Sponsor.

The digital assets owned by the Trust are held by the Custodian and secured

in a segregated custody account.

All digital asset private keys are stored in offline storage, or “cold” storage.

storage is a safeguarding method by which the private keys corresponding to digital assets are disconnected and/or deleted entirely from

the internet.

As a result of digital assets being stored in “cold” storage, any withdrawal and subsequent transaction request

to the Custodian by the Trust requires up to twenty-four (24) hour prior notice to process.

Such time delay between the withdrawal request

and processing of the withdrawal may negatively impact the price of the digital asset upon sale.

The Custodian provides the Trust with

monthly account statements.

The Custodian is independent from the Sponsor.

Indemnifications

In the normal course of business,

the Trust enters into contracts with service providers that contain a variety of representations and warranties and which provide

general indemnifications.

It is not possible to determine the maximum potential exposure or amount under these agreements due to

the Trust having no prior claims.

Based on experience, the Trust would expect the risk of loss to be remote.

Sponsor will not be liable to the Trust, the Trustee or any Shareholder for any action taken or for refraining from taking any action

in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any bitcoin or other assets of

However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross

negligence, bad faith, or willful misconduct.

Sponsor and each of its shareholders, members, directors, officers, employees, affiliates, and subsidiaries will be indemnified by the

Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of

Trust without gross negligence, bad faith, or willful misconduct.

The Sponsor may rely in good faith on any paper, order, notice, list,

affidavit, receipt, evaluation, opinion, endorsement, assignment, draft, or any other document of any kind prima facie properly executed

and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Declaration

The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or

to the Trustee other than as expressly provided for in the Declaration of Trust.

Such indemnity includes payment from the Trust of the

costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust.

Trustee will not be liable or accountable to the Trust or any other person or under any agreement to which the Trust or any series of

the Trust is a party, except for the Trustee’s breach of its obligations pursuant to the Declaration of Trust or its own willful

misconduct, bad faith or gross negligence.

The Trustee and each of the Trustee’s officers, affiliates, directors, employees, and

agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred

with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust

or the transactions contemplated thereby;

provided that the indemnified party acted without willful misconduct, bad faith or gross negligence.

Commitments and Contingent Liabilities

the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses.

maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which have

not yet occurred and cannot be predicted with any certainty.

However, the Sponsor believes the risk of loss under these arrangements

to be remote.

Financial Highlights

Per Unit Performance

(for a unit outstanding throughout the period)

Net asset value per unit at beginning of period

of Investment Company Financial Highlights

Per Share Performance

(for a Share outstanding throughout the year)

Net asset value per Share at beginning of year

Net increase/ (decrease) in net assets resulting from operations

Net realized gain (loss) and change in unrealized appreciation (depreciation) on investment

Net realized gain and change in unrealized appreciation/ (depreciation) on investment

Net investment loss

Net increase/(decrease) in net assets resulting from operations

Net asset value per unit at end of period

Net asset value per Share at end of year

Ratios to average net asset value:

Net Investment Loss

net asset value per unit has been adjusted to retroactively reflect the 4:1 Unit split effective January 5, 2021.

** Such percentages are after expenses waivers.

The Sponsor voluntarily waived a portion of Professional fees (equal to 0.09 % of

average net assets).

individual Unitholder’s return, ratios, and per Unit performance may vary from those presented above based on the timing

of Unit transactions.

Total return and ratios to average net asset value are calculated for the Unitholders taken as a whole.

individual Shareholder’s return, ratios, and per Share performance may vary from these presented above based on the timing of Share

transactions.

Total return and ratios to average net asset value are calculated for the Shareholders taken as a whole.

Subsequent Events

On January 13, 2023, the Sponsor

communicated to the Trust’s Unitholders that it is considering a redemption program for investors in the Trust and that such

redemption program would likely involve limited periodic redemptions of Units, although the Trust had not ruled out the possibility

of an open-ended redemption program.

There are no events that have occurred

that require disclosure other than that which has already been disclosed in these notes to the financial statements.

As of the close of business on March 27, 2026, the

fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 65,842.59 per Bitcoin.

As of the close of business on March 27, 2026, the

Trust processed redemptions of 1,920,000 shares, amounting to $ 50,777,642 , there were no additional redemptions after March 27, 2026 through

March 31, 2026.

As of March 31, 2026, there were 2,940,535 Shares issued and outstanding.

are no events that have occurred after December 31, 2025 through March 31, 2026, the date the financial statements were issued, that require disclosure other than that which has already been disclosed in these notes to the 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-K

Item 9A. Controls and Procedures