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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~ September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to ______to______

Commission File Number 000-56307

Osprey Bitcoin Trust

(Exact Name of Registrant as Specified in Its Charter)

Delaware		37-6695894
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1241 Post Road, 2nd ~~Floor~~ ~~Fairfield, CT 06824 (Address of Principal Executive Offices) (Zip Code) (914) 214-4697 (Registrant’s telephone number, including area code)~~Floor

Fairfield, CT 06824

(Address of Principal Executive Offices) (Zip Code)

(914) 214-4697

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Osprey Bitcoin Trust Units

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number Units of the registrant outstanding as of ~~July~~October ~~17th~~30th, 2023: 8,340,536

OSPREY BITCOIN TRUST
TABLE OF CONTENTS

		Page
	Statement Regarding Forward-Looking Statements	23
	Industry and Market Data	3
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Statements of Assets and Liabilities at June 30, 2023 (unaudited) and December 31, 2022	4
	Statements of Assets and Liabilities at September 30, 2023 (unaudited) and December 31, 2022	4
	Schedules of Investment at June 30, 2023 (unaudited) and December 31, 2022	5
	Schedules of Investment at September 30, 2023 (unaudited) and December 31, 2022	5
	Statements of Operations (unaudited) for the three months and six months ended June 30, 2023 and 2022	6
	Statements of Operations (unaudited) for the three months and nine months ended September 30, 2023 and 2022	6
	Statements of Changes in Net Assets (unaudited) for the three months and six months ended June 30, 2023 and 2022	7
	Statements of Changes in Net Assets (unaudited) for the three months and nine months ended September 30, 2023 and 2022	7
	Notes to the Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1920
Item 4.	Controls and Procedures	1920
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2021
Item 1A.	Risk Factors	2021
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2021
Item 3.	Defaults Upon Senior Securities	2021
Item 4.	Mine Safety Disclosures	2021
Item 5.	Other Information	2021
Item 6.	Exhibits	2122
SIGNATURES		2223

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” with respect to the financial conditions, results of operations, plans, objectives, future performance and business of Osprey Bitcoin Trust (the “Trust”). Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this Quarterly Report that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Trust’s operations, the plans of Osprey Funds, LLC, the sponsor of the Trust (the “Sponsor”), references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. You should specifically consider the numerous risks outlined under “Risk Factors.” Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including:

● the risk factors discussed in “Item 1A. Risk Factors” of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), including the particular risks associated with new technologies such as Bitcoin and blockchain technology, and this Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Quarterly Report”); ● the legal challenges associated with conducting an ongoing redemption program and our plans to begin considering a limited periodic redemption program or an open-ended redemption program; ● the impact of the possible listing of similar investment products on a national securities exchange; ● the economic conditions in the Bitcoin industry and market, including any prolonged substantial reduction in Bitcoin prices and the impact of the failure of several prominent crypto trading venues and lending platforms on the crypto economy; ● general economic, market and business conditions; ● the use of technology by us and our vendors, including the Custodian (as defined herein), in conducting our business, including disruptions in our computer systems and data centers and our transition to, and quality of, new technology platforms; ● changes in laws, regulations and policies, including those concerning taxes, made by governmental authorities or regulatory bodies; ● the costs and effect of any litigation or regulatory investigations; ● our ability to maintain a positive reputation; ● the emergence or continuation of widespread health emergencies, geopolitical conflicts (including the ongoing conflict in Ukraine, the conflict in Israel and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences), and other catastrophic external events; ● the Sponsor’s conflict of interest in allocating resources among its different clients and the pursuit of future business or investment opportunities by the Sponsor, its officers and/or affiliated entities.

●Consequently, all the ~~legal~~forward-looking ~~challenges~~statements ~~associated~~made ~~with~~in ~~conducting~~this anQuarterly ~~ongoing~~Report ~~redemption~~are ~~program~~qualified by these cautionary statements, and ~~our~~there ~~plans~~can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, ~~begin~~or ~~considering~~have athe ~~limited~~expected ~~periodic~~effects ~~redemption~~on, ~~program~~the Trust’s operations or the value of the Units. Should one or more of the risks discussed under “Item 1A. Risk Factors” of the Trust’s Annual Report or Quarterly Report, or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an ~~open~~obligation to update forward-~~ended~~looking statements ~~redemption~~if ~~program;~~these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Moreover, neither the Trust, the Sponsor, nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.

● the economic conditions in the Bitcoin industry and market, including any prolonged substantial reduction in Bitcoin prices and the impact of the failure of several prominent crypto trading venues and lending platforms on the crypto economy;

● general economic, market and business conditions;

● the use of technology by us and our vendors, including the Custodian (as defined herein), in conducting our business, including disruptions in our computer systems and data centers and our transition to, and quality of, new technology platforms;

● changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies;

the costs and effect of any litigation or regulatory investigations;

● our ability to maintain a positive reputation;

● other world economic and political developments, such as the ongoing conflict in Ukraine; and

● the Sponsor’s conflict of interest in allocating resources among its different clients and the pursuit of future business or investment opportunities by the Sponsor, its officers and/or affiliated entities.

Consequently, all the forward-looking statements made in this Quarterly Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Units. Should one or more of the risks discussed under “Item 1A. Risk Factors” of the Trust’s Annual Report, or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Moreover, neither the Trust, the

Sponsor, nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.

INDUSTRY AND MARKET DATA

Although we are responsible for all disclosure contained in this Quarterly Report, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the Bitcoin industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Statement Regarding Forward-Looking Statements.”

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Osprey Bitcoin Trust

Statements of Assets and Liabilities

~~June~~(Amounts in 30U.S. dollars, ~~2023~~except ~~and~~units ~~December~~issued ~~31,~~and ~~2022~~outstanding)

(Amounts in U.S. dollars, except units issued and outstanding)

	September 30, 2023			December 31, 2022
	(Unaudited)
Assets
Investment in Bitcoin, at fair value (cost $75,693,820 and $75,816,514), respectively)	$	74,269,591		$	46,253,445
Cash		180			257
Other assets		99,913			24,600
Total assets		74,369,684			46,278,302

Liabilities
Management Fee payable		29,913			19,213
Due to Sponsor		180			166,804
Other payable		106,446			77,505
Total liabilities		136,539			263,522
Net assets	$	74,233,145		$	46,014,780

Net assets
Paid-in capital	$	76,978,282		$	76,978,282
Accumulated net investment loss		(3,032,872	)		(2,316,820	)
Accumulated net realized gain on investment in Bitcoin		1,708,323			911,557
Accumulated net change in unrealized depreciation on investment in Bitcoin		(1,420,588	)		(29,558,239	)
Net assets	$	74,233,145		$	46,014,780

Units issued and outstanding, no par value (unlimited Units authorized)		8,340,536			8,340,536
Units issued, no par value (unlimited Units authorized)		8,340,536			8,340,536
Net asset value per Unit	$	8.90		$	5.52

	June 30, 2023			December 31, 2022
	(Unaudited)
Assets
Investment in Bitcoin, at fair value (cost $75,715,496 and $75,816,514), respectively)	$	83,941,528		$	46,253,445
Cash		100			257
Other assets		148,797			24,600
Total assets		84,090,425			46,278,302
Liabilities
Management Fee payable		33,848			19,213
Due to Sponsor		100			166,804
Other payable		75,213			77,505
Total liabilities		109,161			263,522
Net assets	$	83,981,264		$	46,014,780
Net assets
Paid-in capital	$	76,978,282		$	76,978,282
Accumulated net investment loss		(2,780,830	)		(2,316,820	)
Accumulated net realized gain on investment in Bitcoin		1,556,203			911,557
Accumulated net change in unrealized appreciation (depreciation) on investment in Bitcoin		8,227,609			(29,558,239	)
	$	83,981,264		$	46,014,780
Units issued and outstanding, no par value (unlimited Units authorized)		8,340,536			8,340,536
Net asset value per Unit	$	10.07		$	5.52

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these financial statements.~~4

4Osprey Bitcoin Trust

~~Osprey~~Schedules of ~~Bitcoin Trust~~Investment

~~Schedules~~(Amounts in ofU.S. ~~Investment~~dollars, except units)

June 30, 2023 and December 31, 2022

						Percentage of
September 30, 2023 (Unaudited)	Units		Fair Value			Net Assets

Investment in Bitcoin, at fair value (cost $75,693,820)		2,758.65	$	74,269,591			100	%
Investment in Bitcoin, at fair value (cost $75,693,820)		2,758.65	$	74,269,591			100	%

Liabilities, less cash and other assets				(36,446	)		-	%

Net assets			$	74,233,145			100	%

(Amounts in U.S. dollars, except units)

						Percentage of
December 31, 2022	Units		Fair Value			Net Assets

Investment in Bitcoin, at fair value (cost $75,816,514)		2,792.88	$	46,253,445			101	%

Liabilities, less cash and other assets				(238,665	)		(1	)%

Net assets			$	46,014,780			100	%

June 30, 2023 (Unaudited)	Units		Fair Value			Percentage of Net Assets
Investment in Bitcoin, at fair value (cost $75,715,496)		2,764.70	$	83,941,528			100	%
Cash and other assets, less liabilities				39,736			0	%
Net assets			$	83,981,264			100	%
December 31, 2022	Units		Fair Value			Percentage of Net Assets
Investment in Bitcoin, at fair value (cost $75,816,514)		2,792.88	$	46,253,445			101	%
Liabilities, less cash and other assets				(238,665	)		(1	)%
Net assets			$	46,014,780			100	%

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these financial statements.~~5

5Osprey Bitcoin Trust

~~Osprey~~Statements of ~~Bitcoin Trust~~Operations

~~Statements~~(Amounts in ofU.S. ~~Operations~~dollars)

For the three months and six months ended June 30, 2023 and 2022

	Three months ended September 30, 2023			Three months ended September 30, 2022			Nine months ended September 30, 2023			Nine months ended September 30, 2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Expenses
Management Fee	$	95,755		$	73,637		$	266,946		$	326,553
Professional fees		73,295			100,754			188,977			316,112
Custodian fees		29,300			25,258			81,909			133,001
Other		53,692			(766	)		178,220			4,307
Total expenses		252,042			198,883			716,052			779,973

Net investment loss		(252,042	)		(198,883	)		(716,052	)		(779,973	)

Net realized gain and net change in unrealized appreciation (depreciation) on investment in Bitcoin
Net realized gain on investment in Bitcoin		152,120			195,373			796,766			648,250
Net change in unrealized appreciation (depreciation) on investment in Bitcoin		(9,648,197	)		1,477,767			28,137,651			(75,016,296	)
Total net realized gain and net change in unrealized appreciation (depreciation) on investment in Bitcoin		(9,496,077	)		1,673,140			28,934,417			(74,368,046	)

Net increase (decrease) in net assets resulting from operations	$	(9,748,119	)	$	1,474,257		$	28,218,365		$	(75,148,019	)

~~(Amounts~~The accompanying innotes ~~U.S.~~are ~~dollars)~~an integral part of these financial statements.

	Three months ended June 30, 2023 (Unaudited)			Three months ended June 30, 2022 (Unaudited)			Six months ended June 30, 2023 (Unaudited)			Six months ended June 30, 2022 (Unaudited)
Expenses
Management Fee	$	94,797		$	111,774		$	171,191		$	252,916
Professional fees		75,997			172,158			115,682			215,358
Custodian fees		29,055			23,209			52,609			107,743
Other		58,193			1,496			124,528			5,073
Total expenses		258,042			308,637			464,010			581,090
Net investment loss		(258,042	)		(308,637	)		(464,010	)		(581,090	)
Net realized gain and net change in unrealized appreciation (depreciation) on investment in Bitcoin
Net realized gain on investment in Bitcoin		536,290			257,754			644,646			452,877
Net change in unrealized appreciation (depreciation) on investment in Bitcoin		4,690,582			(75,512,850	)		37,785,848			(76,494,063	)
Total net realized gain and net change in unrealized appreciation (depreciation) on investment in Bitcoin		5,226,872			(75,255,096	)		38,430,494			(76,041,186	)
Net increase (decrease) in net assets resulting from operations	$	4,968,830		$	(75,563,733	)	$	37,966,484		$	(76,622,276	)

~~The~~Osprey Bitcoin ~~accompanying notes are an integral part of these financial statements.~~Trust

6Statements of Changes in Net Assets

~~Osprey~~(Amounts in ~~Bitcoin~~U.S. ~~Trust~~dollars, except units issued and outstanding)

Statements of Changes in Net Assets

	Three months ended September 30, 2023			Three months ended September 30, 2022			Nine months ended September 30, 2023			Nine months ended September 30, 2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Increase (decrease) in net assets from operations
Net investment loss	$	(252,042	)	$	(198,883	)	$	(716,052	)	$	(779,973	)
Net realized gain on investment in Bitcoin		152,120			195,373			796,766			648,250
Net change in unrealized appreciation (depreciation) on investment in Bitcoin		(9,648,197	)		1,477,767			28,137,651			(75,016,296	)
Net increase (decrease) in net assets resulting from operations		(9,748,119	)		1,474,257			28,218,365			(75,148,019	)

Net assets
Net assets at the beginning of the period		83,981,264			53,050,892			46,014,780			129,673,168
Net assets at the end of the period	$	74,233,145		$	54,525,149		$	74,233,145		$	54,525,149

Change in units issued and outstanding
Units issued and outstanding at the beginning of the period		8,340,536			8,340,536			8,340,536			8,340,536
Units issued at the beginning of the period		8,340,536			8,340,536			8,340,536			8,340,536
Units issued and outstanding at the end of the period		8,340,536			8,340,536			8,340,536			8,340,536
Units issued at the end of the period		8,340,536			8,340,536			8,340,536			8,340,536

~~For~~The ~~the~~accompanying ~~three~~notes ~~months~~are ~~and~~an ~~six~~integral ~~months~~part ~~ended~~of ~~June~~these ~~30,~~financial ~~2023 and 2022~~statements.

~~(Amounts in U.S. dollars, except units issued and outstanding)~~7

	Three months ended June 30, 2023 (Unaudited)			Three months ended June 30, 2022 (Unaudited)			Six months ended June 30, 2023 (Unaudited)			Six months ended June 30, 2022 (Unaudited)
Increase (decrease) in net assets from operations
Net investment loss	$	(258,042	)	$	(308,637	)	$	(464,010	)	$	(581,090	)
Net realized gain on investment in Bitcoin		536,290			257,754			644,646			452,877
Net change in unrealized appreciation (depreciation) on investment in Bitcoin		4,690,582			(75,512,850	)		37,785,848			(76,494,063	)
Net increase (decrease) in net assets resulting from operations		4,968,830			(75,563,733	)		37,966,484			(76,622,276	)
Net assets
Net assets at the beginning of the period		79,012,434			128,614,625			46,014,780			129,673,168
Net assets at the end of the period	$	83,981,264		$	53,050,892		$	83,981,264		$	53,050,892
Change in units issued and outstanding
Units issued and outstanding at the beginning of the period		8,340,536			8,340,536			8,340,536			8,340,536
Units issued and outstanding at the end of the period		8,340,536			8,340,536			8,340,536			8,340,536

Osprey Bitcoin Trust

~~The~~Notes to ~~accompanying~~the ~~notes~~Financial ~~are~~Statements an(unaudited) ~~integral part of these financial statements.~~

7As of September 30, 2023

~~Osprey~~1. ~~Bitcoin Trust~~Organization

~~Notes~~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 ~~Financial~~“Trust ~~Statements~~Agreement”). In general, the Trust holds Bitcoin and, from time to time, issues common units of fractional undivided beneficial interest (~~unaudited~~“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 in Bitcoin.

AsOsprey Funds, LLC (the “Sponsor”) acts as the sponsor of ~~June~~the 30Trust. 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. As consideration for the Sponsor’s services, ~~2023~~the Trust pays the Sponsor a Management Fee (as defined herein) as discussed in Notes 2 and 5.

1Coinbase Custody Trust Company, LLC (the “Custodian”) is the digital asset custodian of the Trust. ~~Organization~~Fidelity Digital Assets Services, LLC (“FDAS”) served as our digital asset custodian until March 2022. The Custodian is responsible for safeguarding the Bitcoin held by the Trust.

~~Osprey~~The transfer ~~Bitcoin~~agent for the Trust (the “~~Trust~~Transfer Agent”) is aContinental ~~Delaware~~Stock ~~Statutory~~Transfer & Trust, ~~formed~~Company. onThe ~~January 3,~~Transfer ~~2019, which commenced operations on January 22,~~Agent ~~2019 and~~ is ~~governed~~responsible byfor the ~~Second~~issuance ~~Amended~~ and ~~Restated~~redemption ~~Declaration~~ of ~~Trust and Trust Agreement dated November 1~~Units, ~~2020, as amended by~~ the ~~Amendment to Trust Agreement dated April 15~~payment, ~~2022~~if ~~(the “Trust Agreement”). In general~~any, ~~the~~of ~~Trust~~distributions ~~holds~~with ~~Bitcoin and,~~respect ~~from time~~ to ~~time,~~the ~~issues common units of fractional undivided beneficial interest (“~~Units”), inthe ~~exchange for~~recording ~~Bitcoin. The investment objective~~ of the ~~Trust~~issuance isof ~~for~~ the Units toand ~~track~~ the ~~price~~maintaining of ~~Bitcoin,~~certain ~~less~~records ~~liabilities and expenses of the Trust~~therewith. ~~The Units are designed as a convenient and cost-effective method for investors to gain investment exposure to Bitcoin, similar to a direct investment in Bitcoin.~~

~~Osprey Funds, LLC (the “Sponsor”) acts as the sponsor of the Trust~~2. ~~Other~~Summary ~~funds under the Osprey name are also managed by the Sponsor. The Sponsor is responsible for the day-to-day administration~~ of ~~the~~Significant ~~Trust~~Accounting 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. 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.Policies

~~Coinbase Custody Trust Company,~~Basis ~~LLC (the “Custodian”) is the digital asset custodian~~ of ~~the Trust. Fidelity Digital Assets Services, LLC (“FDAS”) served as our digital asset custodian until March 2022. The Custodian is responsible for safeguarding the Bitcoin held by the Trust.~~Presentation

The financial ~~transfer~~statements ~~agent~~are ~~for~~expressed ~~the~~in US dollars and have been prepared in accordance with generally accepted accounting principles in ~~Trust~~the United States (“GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“~~Transfer~~FASB”) ~~Agent~~Accounting Standards Codification (“ASC”) Topic is946, ~~Continental~~Financial ~~Stock~~Services ~~Transfer &~~– ~~Trust~~Investment ~~Company~~Companies. The ~~Transfer~~Trust ~~Agent~~ is ~~responsible for~~not ~~the~~registered ~~issuance~~with U.S. Securities and ~~redemption~~Exchange ofCommission (“SEC”) ~~Units,~~under the ~~payment,~~Investment ifCompany ~~any,~~Act of ~~distributions~~1940. ~~with~~The ~~respect~~results tofor the ~~Units~~three months and nine months ended September 30, ~~the~~2023 and ~~recording~~2022 are not necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements ~~issuance~~should ofbe read in conjunction with the ~~Units~~audited financial statements and notes thereto included in the ~~maintaining~~Company’s ofAnnual ~~certain~~Report ~~records~~on Form ~~therewith~~10-K for the year ended December 31, 2022.

~~2. Summary of Significant Accounting Policies~~Reclassifications

~~Basis~~Certain prior ofperiod ~~Presentation~~amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Trust’s previously reported net investment loss.

~~The financial statements are expressed~~Use 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 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. The results for the three months and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.Estimates

~~Reclassifications~~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.

Certain prior period amounts have been reclassified in order to confirm with the current period presentation. These reclassifications have no impact on the Trust’s previously reported net investment loss.8

~~Use of Estimates~~Cash

~~GAAP~~Cash is ~~requires~~received ~~management~~by tothe ~~make estimates~~Trust ~~and~~from ~~assumptions~~investors ~~that~~and ~~affect~~converted ~~the~~into ~~reported~~Bitcoin ~~amounts~~for ininvestment. ~~the~~At ~~financial~~times, ~~statements~~bank ~~and~~deposits ~~accompanying~~may ~~notes.~~be ~~The~~in ~~most~~excess ~~significant~~of federally ~~estimate~~insured inlimits. ~~the~~In ~~financial~~accordance ~~statements~~with isASC ~~the~~230 ~~fair~~“Statement ~~value~~ of ~~investments~~Cash inFlows,” ~~Bitcoin.~~the ~~Actual~~Trust ~~results~~qualifies ~~could~~for ~~differ~~an exemption from ~~those~~the ~~estimates~~requirement to provide a statement of cash flows and ~~these~~has ~~differences~~elected ~~could~~not beto ~~material~~provide a statement of cash flows.

8Subscriptions and Redemptions of Units

~~Cash~~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 to U.S. 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.

~~Cash is received by the Trust~~The ~~from~~Trust ~~investors~~conducts ~~and~~its ~~converted~~transactions ~~into~~in Bitcoin ~~for investment. At times~~, ~~bank~~including ~~deposits~~receiving ~~may~~Bitcoin befor inthe ~~excess~~creation of ~~federally~~Units ~~insured~~and ~~limits. In~~delivering ~~accordance~~Bitcoin ~~with~~for ~~ASC~~the ~~230 “Statement~~ redemption of ~~Cash~~Units ~~Flows”,~~(if ~~the~~a ~~Trust~~redemption ~~qualifies~~program ~~for~~were ~~an exemption from the requirement~~ to ~~provide~~ abe ~~statement~~established) ~~of cash flows~~ and ~~has~~for ~~elected~~the ~~not~~payment ~~to provide a statement~~ of ~~cash~~the ~~flows~~Management Fee.

~~Subscriptions~~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 ~~Redemptions~~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.

~~Proceeds received by the Trust~~On ~~from~~November ~~the~~12, ~~issuance and sale of Units consist of Bitcoin deposits and forked or airdropped cryptocurrency coins from the Bitcoin Network~~2020, ~~or their respective U.S. dollar cash equivalents. Such Bitcoins (or cash equivalent) will only be (1) owned by~~ the Trust ~~and~~ ~~held~~began byan ~~the~~offering ~~Custodian~~of ~~(or,~~an ifunlimited ~~cash,~~number ~~used~~of byUnits ~~the~~pursuant ~~Sponsor~~ to ~~purchase~~Rule ~~Bitcoins to be held by the Custodian),~~ 506(2c) ~~disbursed~~under ~~(or converted to U.S. dollars, if necessary) to pay~~ the ~~Trust’s~~Securities ~~expenses,~~Act (~~3) distributed to Accredited Investors (subject to~~“November ~~obtaining~~2020 ~~regulatory approval from the SEC described below~~Offering”) ~~in connection with the redemption of Units, (4) distributed (or converted to U~~.S. ~~dollars~~4, ~~prior to distribution) to Unitholders as dividends~~206,224 ~~and~~Units ~~(5)~~were ~~liquidated~~sold in the ~~event~~November ~~that~~2020 ~~the Trust terminates or as otherwise required by law or regulation~~Offering.

~~The~~On January 14, 2021, the Financial Industry Regulatory Authority (“FINRA”) determined that the Trust’s ~~conducts~~Units ~~its~~met ~~transactions~~the criteria infor ~~Bitcoin~~trading on the over-the-counter market (“OTC Market”). On February 16, ~~including~~2021, ~~receiving~~the ~~Bitcoin~~Trust’s ~~for~~Units began trading in the ~~creation~~OTC ofMarket, ~~Units~~operated ~~and~~by ~~delivering~~OTC ~~Bitcoin~~Markets ~~for~~Group, Inc., under the ~~redemption~~ticker ofsymbol ~~Units~~“OBTC.” ~~(if~~On aMarch ~~redemption program~~3, ~~were~~2021, tothe beTrust’s Units ~~established)~~began ~~and~~trading ~~for~~in the ~~payment~~OTCQX tier of the ~~Management~~OTC ~~Fee~~Market, under the ticker symbol “OBTC.”

~~During June 2020, the Trust began~~Effective aNovember ~~continuous offering of up to $5~~1,~~000,000~~ ~~of Units with no par value~~2021, ~~each Unit representing a fractional undivided beneficial interest in~~ the Trust. ~~154,183~~suspended ~~Units~~the ~~were~~November ~~sold to both accredited and non-accredited investors in an offering of up to $5,000,000 of Units, dated June 1,~~ 2020, ~~registered~~Offering inunder ~~Connecticut and qualified in New York, pursuant to~~ Rule ~~504~~506(c) ~~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.~~

OnAs of ~~November~~September 1230, ~~2020~~2023, ~~the~~there ~~Trust began~~were an8,340,536 ~~offering~~Units ofissued anand ~~unlimited~~outstanding. ~~number~~107,478 of the Units ~~pursuant~~are torestricted ~~Rule~~securities ~~506(c)~~that may not be resold absent registration or an exemption from registration under the Securities Act, ~~(“November~~and ~~2020 Offering”). 4~~8,~~206~~233,~~224~~058 ~~Units~~of ~~were sold in~~ the ~~November~~Units ~~2020~~are ~~Offering~~unrestricted securities.

The Trust is currently not redeeming Units. On January 1413, ~~2021~~2023, the ~~Financial Industry~~Sponsor ~~Regulatory~~communicated ~~Authority~~to ~~(“FINRA”) determined that~~ the Trust’s ~~Units~~Unitholders ~~met~~that ~~the~~it ~~criteria~~is ~~for trading on the~~considering ~~over-the-counter~~a ~~market~~redemption ~~(“OTC~~program ~~Market”).~~for Oninvestors ~~February~~in ~~16, 2021,~~ the Trust’s ~~Units~~and ~~began~~that ~~trading~~such inredemption ~~the~~program ~~OTC~~would ~~Market, operated~~likely byinvolve ~~OTC~~limited ~~Markets~~periodic ~~Group,~~redemptions ~~Inc.~~of Units, ~~under~~although the ~~ticker~~Trust ~~symbol~~had ~~“OBTC”.~~not Onruled ~~March~~out ~~3, 2021,~~ the ~~Trust’s~~possibility ~~Units began trading in the OTCQX tier~~ of ~~the~~an ~~OTC~~open-ended ~~Market,~~redemption ~~under the ticker symbol “OBTC~~program.”

~~Effective November 1, 2021, the~~Investment ~~Trust~~Transactions ~~suspended~~and ~~the~~Revenue ~~November 2020 Offering under Rule 506(c) under the Securities Act.~~Recognition

AsThe Trust ofidentifies ~~June~~Bitcoin ~~30,~~as ~~2023,~~an ~~there~~“other ~~were 8,340,536~~investment” ~~Units~~in ~~issued~~accordance ~~and~~with ~~outstanding~~ASC 946. ~~151,411~~The ofTrust ~~the~~records ~~Units~~its investment transactions on a trade date basis and changes in fair value are ~~restricted~~reflected ~~securities~~as ~~that~~the ~~may~~net ~~not~~change bein ~~resold~~unrealized ~~absent~~appreciation ~~registration~~ or andepreciation ~~exemption~~on ~~from~~investments. Realized ~~registration~~gains ~~under~~and ~~the~~losses ~~Securities~~are ~~Act~~calculated using a first in, first out method. Realized gains and ~~8,189,125~~losses ofare recognized in connection with transactions including settling obligations for the ~~Units~~Management ~~are~~Fee ~~unrestricted~~and ~~securities~~other expenses in Bitcoin.

The Trust is currently unable to redeem Units. 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.9

~~Investment Transactions and~~Management ~~Revenue Recognition~~Fee

The Trust ~~identifies~~is ~~Bitcoin~~expected ~~as an~~to ~~“other~~pay ~~investment”~~the inremuneration ~~accordance~~due ~~with~~to ~~ASC~~the ~~946.~~Sponsor ~~The~~(the ~~Trust~~“Management ~~records~~Fee” ~~its~~or ~~investment~~“Sponsor ~~transactions~~Fee”). onThe ~~a trade date basis~~Management ~~and~~Fee ~~changes~~is incharged ~~fair~~by ~~value~~the ~~are~~Sponsor ~~reflected~~to as the ~~net~~Trust ~~change~~at inan ~~unrealized~~annual ~~appreciation~~rate orof ~~depreciation~~0.49% onof ~~investments.~~the ~~Realized gains~~daily ~~and~~Net ~~losses~~Asset ~~are~~Value ~~calculated~~of ~~using~~the aTrust ~~first~~and accrues daily in Bitcoin. ~~first~~The ~~out~~Management ~~method.~~Fee ~~Realized~~is ~~gains~~payable ~~and~~at ~~losses~~the ~~are~~Sponsor’s ~~recognized~~sole discretion, in ~~connection~~Bitcoin ~~with transactions~~or ~~including~~in ~~settling~~U.S. ~~obligations~~Dollars for the ~~Management~~Bitcoin ~~Fee~~Market ~~and~~Price (as ~~other~~defined ~~expenses~~herein) in effect for such Bitcoin at the time of payment.

9Trust Expenses

~~Management~~In accordance ~~Fee~~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 Expenses”).

~~The Trust is expected to pay the~~Fair ~~remuneration due to the Sponsor (the “Management Fee” or “Sponsor 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 accrues daily in Bitcoin. The 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.Measurements

The Trust’s ~~Expenses~~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. ASC 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).

InGAAP utilizes ~~accordance~~a ~~with~~fair ~~the~~value ~~Trust~~hierarchy ~~Agreement, the~~for ~~Sponsor~~inputs ~~bears~~used ~~the~~in ~~routine~~measuring ~~operational,~~fair ~~administrative~~value ~~and~~that ~~other~~maximizes ~~ordinary~~the ~~administrative~~use ~~operating~~of ~~expenses~~observable ofinputs ~~the~~and ~~Trust~~minimizes (the ~~“Assumed~~use ~~Expenses”) other than audit fees, index license fees, aggregate legal fees in excess~~ of ~~$50,000~~unobservable ~~per~~inputs ~~annum and~~by ~~the~~requiring ~~fees~~that of the ~~Custodian~~most (observable ~~“Excluded~~inputs ~~Expenses”)~~be ~~and~~used ~~certain~~when ~~extraordinary~~available. ~~expenses~~Observable ofinputs ~~the~~are ~~Trust,~~those ~~including~~that ~~but~~market ~~not~~participants ~~limited~~would touse ~~taxes~~in ~~and~~pricing ~~governmental~~the ~~charges,~~asset ~~expenses~~or ~~and~~liability ~~costs,~~based ~~expenses~~on ~~and~~market ~~indemnities~~data ~~related~~obtained tofrom ~~any~~sources ~~extraordinary~~independent ~~services performed~~of by the ~~Sponsor~~Trust. ~~(or~~Unobservable inputs ~~any~~reflect ~~other~~the ~~service~~Trust’s ~~provider,~~assumptions ~~including~~about the ~~Trustee)~~inputs onmarket ~~behalf~~participants ofwould ~~the~~use ~~Trust~~in topricing ~~protect~~ the ~~Trust~~asset or ~~the~~ ~~interest~~liability ofdeveloped based ~~Unitholders,~~on ~~indemnification~~the ~~expenses,~~best ~~fees~~information ~~and~~available ~~expenses~~in ~~related~~the ~~to public trading on OTCQX (“Extraordinary Expenses”)~~circumstances.

~~Fair~~The fair ~~Value~~value ~~Measurements~~hierarchy is categorized into three levels based on the inputs as follows:

~~The Trust’s investment in Bitcoin~~Level is1 ~~stated~~– atValuations ~~fair~~based ~~value~~on inunadjusted ~~accordance~~quoted ~~with~~prices 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 anactive ~~orderly~~markets ~~transaction~~for ~~between~~identical ~~market~~assets ~~participants at the measurement date. ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants~~ or, inliabilities 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~~Trust ~~that~~has ~~would be received to sell~~ the ~~asset or~~ability ~~minimizes the amount that would be paid~~ to ~~transfer the liability, after taking into account transaction costs~~access. ~~The~~Since ~~principal market~~valuations isare ~~generally selected~~ based on ~~the~~quoted ~~most~~prices ~~liquid~~that ~~and~~are ~~reliable~~readily ~~exchange~~and ~~(including~~regularly ~~consideration~~available ofin ~~the~~an ~~ability~~active ~~for the Trust to access the specific~~ market, ~~either~~these ~~directly~~valuations do ornot ~~through~~entail ana ~~intermediary,~~significant atdegree ~~the end~~ of ~~each period)~~judgment. ~~The Sponsor has identified Coinbase Pro as the principal market for Bitcoin.~~

~~GAAP~~Level 2 ~~utilizes~~– aValuations ~~fair~~based ~~value~~on ~~hierarchy for~~quoted ~~inputs~~prices ~~used~~ in ~~measuring~~markets ~~fair value~~ that ~~maximizes~~are ~~the~~not ~~use~~active ofor ~~observable~~for ~~inputs~~which ~~and~~significant ~~minimizes the use of unobservable~~ inputs by ~~requiring~~are ~~that the most~~ observable, ~~inputs~~either ~~be used when available. Observable inputs are those that market participants would~~directly ~~use in pricing the asset~~ or ~~liability based on market data obtained from sources independent of the Trust~~indirectly. 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~~Level 3 ~~fair~~– ~~value~~Valuations ~~hierarchy~~based ison ~~categorized into~~inputs ~~three~~that ~~levels~~are ~~based~~unobservable onand significant to the ~~inputs~~overall asfair ~~follows:~~value measurement.

~~Level 1 – Valuations based~~The onavailability ~~unadjusted~~of ~~quoted~~valuation ~~prices~~techniques inand ~~active~~observable ~~markets~~inputs ~~for~~can ~~identical~~vary ~~assets~~by orinvestment. ~~liabilities~~To ~~that~~ the ~~Trust~~extent ~~has~~that ~~the ability to access. Since~~ valuations are based on ~~quoted prices~~ sources that are ~~readily~~less ~~and~~observable ~~regularly~~or ~~available~~unobservable in anthe ~~active~~ market, ~~these~~the ~~valuations~~determination of fair value requires more judgment. Fair value estimates do not ~~entail a~~necessarily ~~significant~~represent ~~degree~~the ofamounts ~~judgment~~that may be ultimately realized by the Trust.

~~Level 2 – Valuations based~~Definition onof ~~quoted~~Net ~~prices~~Asset ~~in markets that are not active or for which significant inputs are observable, either directly or indirectly.~~Value

~~Level~~The net 3asset –value ~~Valuations~~(“NAV”) ~~based~~of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s onassets. ~~inputs~~The ~~that~~NAV ~~are~~is ~~unobservable~~calculated on each business day and ~~significant~~is equal to the ~~overall~~aggregate ~~fair~~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 ~~measurement~~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 Unit”). The Trust considers 4:00 p.m. New York time as a cut off for the end of day reporting.

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.10

~~Definition~~3. ofFair ~~Net~~Value ~~Asset~~of ~~Value~~ Bitcoin

The ~~net asset value (“NAV”)~~ ofinvestment ~~the~~measured ~~Trust~~at isfair ~~used by the Trust in its day-to-day operations to measure the net~~ value ~~of the Trust’s assets. The NAV is calculated~~ on ~~each~~a ~~business~~recurring ~~day~~basis and iscategorized ~~equal~~using to the ~~aggregate~~three ~~value~~levels of ~~the~~fair ~~Trust’s~~value ~~assets~~hierarchy ~~less~~consisted ~~its~~of ~~liabilities (which include~~the ~~accrued~~following ~~but~~as ~~unpaid~~of ~~fees~~September ~~and~~30, ~~expenses~~2023, ~~both estimated~~ and ~~finally~~December ~~determined)~~31, ~~based~~ 2022:

10 Schedule of Fair Value, Assets Measured on Recurring Basis

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 Unit”). The Trust considers 4:00 p.m. New York time as a cut off for the end of day reporting.

	Number		Per Bitcoin		Amount at		Fair Value Measurement Category
September 30, 2023	of Bitcoin		Fair Value		Fair Value		Level 1		Level 2		Level 3

Investment in Bitcoin		2,758.65	$	26,922.47	$	74,269,591	$	-	$	74,269,591	$	-

3. Fair Value of Bitcoin

	Number		Per Bitcoin		Amount at		Fair Value Measurement Category
December 31, 2022	of Bitcoin		Fair Value		Fair Value		Level 1		Level 2		Level 3

Investment in Bitcoin		2,792.88	$	16,561.21	$	46,253,445	$	-	$	46,253,445	$	-

The ~~investment measured at fair~~ ~~value~~Trust ondetermined ~~a recurring basis and categorized using~~ the ~~three levels of~~ fair value ~~hierarchy~~per ~~consisted~~Bitcoin ofusing the ~~following~~price asprovided ofat ~~June 30~~4:00 p.m., ~~2023~~New ~~and~~York ~~December 31~~time, ~~2022:~~by principal market.

	Number		Per Bitcoin		Amount at		Fair Value Measurement Category
June 30, 2023	of Bitcoin		Fair Value		Fair Value		Level 1		Level 2		Level 3
Investment in Bitcoin		2,764.70	$	30,361.94	$	83,941,528	$	-	$	83,941,528	$	-
	Number		Per Bitcoin		Amount at		Fair Value Measurement Category
December 31, 2022	of Bitcoin		Fair Value		Fair Value		Level 1		Level 2		Level 3
Investment in Bitcoin		2,792.88	$	16,561.21	$	46,253,445	$	-	$	46,253,445	$	-

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 ~~Trust~~represents ~~determined~~ the ~~fair value~~changes ~~per~~in ~~Bitcoin~~quantity ~~using~~and the ~~price~~respective ~~provided~~fair atvalue ~~4:00~~of ~~p.m.,~~Bitcoin ~~New~~for ~~York~~the ~~time,~~nine bymonths ~~Coinbase~~ended ~~Pro~~September 30, ~~the Trust’s principal market.~~2023:

~~The Management Fee payable accrued~~ Schedule ~~in Bitcoin is converted into United States dollar amount at the period-end Bitcoin Market Price. The fluctuations arising from the effect~~ of ~~changes~~Investment inHoldings ~~liability denominated in Bitcoin are included with the net realized or unrealized appreciation or depreciation on investment in Bitcoin in the statements~~ of ~~operations.~~Investments

The following represents the changes in quantity and the respective fair value of Bitcoin for the six months ended June 30, 2023:

	Bitcoin			Fair Value
Balance at January 1, 2023		2,792.88		$	46,253,445
Bitcoin distributed for Management Fee, related party		(10.20	)		(263,588	)
Bitcoin distributed for other fees		(24.03	)		(662,025	)
Net realized gain on investment in Bitcoin		-			802,919
Net change in unrealized appreciation on investment in Bitcoin		-			28,138,840
Balance at September 30, 2023		2,758.65		$	74,269,591

	Bitcoin			Fair Value
Balance at January 1, 2023		2,792.88		$	46,253,445
Bitcoin distributed for Management Fee, related party		(6.79	)		(166,831	)
Bitcoin distributed for other fees		(21.39	)		(585,855	)
Net realized gain on investment in Bitcoin		-			651,668
Net change in unrealized appreciation on investment in Bitcoin		-			37,789,101
Balance at June 30, 2023		2,764.70		$	83,941,528

Net realized gain on the transfer of Bitcoins to pay the Management Fee and other expenses for the nine months ended September 30, 2023, was $796,766, which includes $802,919 net realized gain on investment in Bitcoin, and $6,153 net realized loss resulted from the changes in liabilities denominated in Bitcoin. Net change in unrealized appreciation on investment in Bitcoin for the nine months ended September 30, 2023, was $28,137,651, which includes net change in unrealized appreciation on investment in Bitcoin of $28,138,840, and $1,189 net unrealized depreciation due to changes in value of liabilities denominated in Bitcoin.

~~Net realized gain on the transfer~~The offollowing ~~Bitcoins~~represents ~~to pay~~ the ~~Management~~changes ~~Fee and other expenses for the six months ended June 30, 2023, was $644,646, which includes $651,668 net realized gain on investment~~ in ~~Bitcoin,~~quantity and ~~$7,022 net realized loss resulted from~~ the ~~changes~~respective infair ~~liabilities~~value ~~denominated in~~of Bitcoin. ~~Net change in unrealized appreciation on investment in Bitcoin~~ for the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2023, was $37,785,848, which includes net change in unrealized appreciation on investment in Bitcoin of $37,789,101, and $3,253 net unrealized depreciation due to changes in value of liabilities denominated in Bitcoin.2022:

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

	Bitcoin			Fair Value
Balance at January 1, 2022		2,828.93		$	129,756,984
Bitcoin distributed for Management Fee, related party		(13.78	)		(407,612	)
Bitcoin distributed for other fees		(22.27	)		(531,601	)
Net realized gain on investment in Bitcoin		-			809,988
Net change in unrealized depreciation on investment in Bitcoin		-			(83,374,314	)
Balance at December 31, 2022		2,792.88		$	46,253,445

	Bitcoin			Fair Value
Balance at January 1, 2022		2,828.93		$	129,756,984
Bitcoin distributed for Management Fee, related party		(13.78	)		(407,612	)
Bitcoin distributed for other fees		(22.27	)		(531,601	)
Net realized gain on investment in Bitcoin		-			809,988
Net change in unrealized depreciation on investment in Bitcoin		-			(83,374,314	)
Balance at December 31, 2022		2,792.88		$	46,253,445

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~~ denominated in Bitcoin. 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.

114. Income Taxes

~~unrealized~~The Trust ~~depreciation~~is ona ~~investment~~grantor intrust ~~Bitcoin~~for ofU.S. ~~$83~~federal income tax purposes. Accordingly,~~374~~ the Trust will not be subject to U.S. federal income tax. Rather,~~314,~~ each beneficial owner of Units will be treated as directly owning its pro rata share of the Trust’s assets and $1a pro rata portion of the Trust’s income,~~250~~ ~~net~~gain, ~~unrealized~~losses ~~appreciation due~~and todeductions ~~changes~~will in“flow ~~value~~through” ofto ~~liabilities~~each ~~denominated~~beneficial inowner ~~Bitcoin~~of Units.

4In 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. ~~Income~~As ~~Taxes~~of September 30, 2023, the Trust did not have a liability for any unrecognized tax amounts for uncertain tax positions related to federal, state, and local income taxes.

~~The~~However, the ~~Trust~~conclusions isconcerning athe ~~grantor~~determination ~~trust~~of ~~for U.S.~~“more-likely-than-not” ~~federal income~~ tax ~~purposes.~~positions ~~Accordingly,~~may ~~the Trust will not~~ be subject to ~~U.S.~~review ~~federal~~and ~~income tax. Rather, each beneficial~~adjustment ~~owner~~at ofa ~~Units~~later ~~will~~date bebased ~~treated~~on asfactors ~~directly~~including, ~~owning~~but ~~its~~not ~~pro~~limited ~~rata~~to, ~~share~~further ofimplementation ~~the~~guidance ~~Trust’s assets~~ and aon-going ~~pro~~analyses ~~rata portion~~ of ~~the~~and changes ~~Trust’s~~to ~~income,~~tax ~~gain~~laws, ~~losses~~regulations and ~~deductions~~interpretations ~~will “flow through” to each beneficial owner of Units~~thereof.

InThe Sponsor ~~accordance~~of ~~with GAAP,~~ the Trust has ~~defined~~evaluated ~~the~~whether ~~threshold~~or ~~for~~not ~~recognizing~~there ~~the~~are ~~benefits~~uncertain of tax ~~return~~ positions inthat ~~the~~require financial ~~statements~~statement asrecognition ~~“more-likely-than-not”~~and tohas bedetermined ~~sustained~~that byno ~~the~~reserves ~~applicable~~for ~~taxing~~uncertain ~~authority and requires measurement of a~~ tax ~~position~~positions ~~meeting~~related ~~the~~to ~~“more-likely-than-not” threshold~~federal, ~~based~~state onand ~~the~~local ~~largest~~income ~~benefit~~taxes ~~that~~existed isas ~~more than 50% likely to be realized. As~~ of ~~June~~ September 30, 2023, ~~the~~and ~~Trust~~December ~~did~~31, ~~not~~2022. ~~have a~~The ~~liability~~Trust’s ~~for~~2020, ~~any~~2021, ~~unrecognized~~and 2022 tax ~~amounts~~returns ~~for uncertain~~are ~~tax~~subject ~~positions~~to ~~related~~audit toby federal, state, and local tax ~~income taxes~~authorities.

~~However,~~5. ~~the~~Related 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.Parties

The Sponsor ofpays ~~the~~certain ~~Trust~~expenses ~~has~~on ~~evaluated whether~~behalf orof, ~~not~~and ~~there~~is ~~are~~reimbursed ~~uncertain~~by, ~~tax~~the ~~positions~~Trust. ~~that~~For ~~require~~the ~~financial~~three ~~statement~~months ~~recognition~~ended ~~and~~September ~~has~~30, ~~determined~~2023 ~~that~~and no2022 ~~reserves~~the ~~for~~Trust ~~uncertain~~reimbursed ~~tax~~the ~~positions~~Sponsor ~~related~~the toexpenses ~~federal,~~in ~~state~~the amount of $76,170 and ~~local~~$153,497, ~~income~~respectively. ~~taxes~~For ~~existed~~the asnine ofmonths ~~June~~ended September 30, 2023 and ~~December 31,~~ 2022~~. The~~ the Trust’s ~~2020,~~reimbursed ~~2021,~~the ~~and~~Sponsor ~~2022~~the ~~tax~~expenses ~~returns~~in ~~are~~the ~~subject~~amount toof ~~audit by federal~~$662,025 ~~state~~ and ~~local~~$364,852, ~~tax authorities~~respectively.

5For the three months ended September 30, 2023 and 2022 the Trust incurred Management Fees of $95,755 and $73,637, respectively, which are recorded in the accompanying statements of operations. ~~Related~~For ~~Parties~~the nine months ended September 30, 2023 and 2022 the Trust incurred Management Fees of $266,946 and $326,553, respectively, which are recorded in the accompanying statements of operations. As of September 30, 2023, and December 31, 2022, there were unpaid Management Fees of $29,913 and $19,213, respectively, which are recorded as management fee payable in the accompanying statements of assets and liabilities.

The Trust’s ~~Sponsor~~Management ~~pays~~Fee ~~certain~~is ~~expenses on~~accrued ~~behalf~~daily ~~of,~~in Bitcoins and iswill ~~reimbursed~~be bypayable, ~~the~~at ~~Trust. For~~ the ~~three~~Sponsor’s ~~months~~sole ~~ended June 30~~discretion, ~~2023,~~in ~~and~~U.S. ~~2022~~dollars or ~~the~~in ~~Trust~~Bitcoins ~~reimbursed~~at the ~~Sponsor the~~Bitcoin ~~expenses~~Market Price in effect at the ~~amount~~time of ~~$522,533~~such ~~and $152,858 respectively~~payment. ~~For~~From ~~the~~inception ~~six~~through ~~months~~September ~~ended June~~ 30, 2023, ~~and~~all ~~2022 the Trust reimbursed~~Management ~~the~~Fees ~~Sponsor~~have ~~the~~been ~~expenses~~paid in ~~the~~Bitcoin ~~amount~~to ofthe ~~$585,855 and $211,355, respectively~~Sponsor.

~~For the three months ended June~~On 30June 29, 2023, ~~and~~an ~~2022,~~affiliate to the ~~Trust~~Sponsor ~~incurred~~entered ~~Management~~into ~~Fees~~an ofagreement ~~$94,797~~to ~~and~~purchase ~~$111~~2,~~774 respectively~~932,321 ~~which~~Units ~~are~~from ~~recorded~~an inunaffiliated ~~the~~investor ~~accompanying statements~~in ofa ~~operations~~private transaction. ~~For~~This ~~the~~purchase ~~six~~represented ~~months~~approximately ~~ended~~35% ~~June~~of ~~30,~~Units ~~2023,~~of ~~and 2022,~~ the Trust. ~~incurred~~The ~~Management~~transaction ~~Fees~~settled ofon ~~$171,191~~July ~~and $252~~14,~~916~~ ~~respectively,~~2023. ~~which~~The ~~are~~aggregate number ~~recorded in the accompanying statements~~ of ~~operations.~~Units Asowned ofby ~~June~~related ~~30,~~parties ~~2023~~is ~~and December 31~~2, ~~2022~~938, ~~there~~490, ~~were~~valued ~~unpaid~~at ~~Management Fees of~~ $3326,~~848~~153,398, and ~~$19~~6,~~213~~169, ~~respectively,~~valued ~~which~~at ~~are~~$34,034 ~~recorded~~on asSeptember ~~management~~30, ~~fee~~2023, ~~payable in the accompanying~~and ~~statements~~December of31, ~~assets~~2022, ~~and liabilities~~respectively.

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 June 30, 2023, all Management Fees have been paid in Bitcoin to the Sponsor.12

6. 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. Investing 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. The price of Bitcoin has a limited history. During such history, Bitcoin prices 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.

12There 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. Further, Bitcoin transactions are irrevocable. Stolen or incorrectly transferred Bitcoin may be irretrievable. As a result, any incorrectly executed Bitcoin transactions could adversely affect an investment in the Trust.

To the ~~factors~~extent ~~may~~private ~~affect~~keys ~~the~~for ~~price~~Bitcoin ofaddresses ~~Bitcoin~~are lost, ~~including,~~ ~~but~~destroyed ~~not~~or ~~limited~~otherwise ~~to,~~compromised ~~global~~and ~~Bitcoin~~no ~~supply~~backup ~~and~~of ~~demand~~the private keys are accessible, the ~~theft~~Trust ofmay be unable to access the Bitcoin ~~from~~held ~~global~~in ~~exchanges~~the orassociated ~~vaults,~~addresses and ~~competition from~~the ~~other~~private ~~forms~~keys ofwill ~~digital~~not ~~currency~~be orcapable ~~payment~~of ~~services.~~being restored. The processes by which Bitcoin ~~held~~transactions byare settled are dependent on the ~~Trust~~Bitcoin ~~are~~peer-to-peer ~~commingled~~network, and as such, the Trust’s ~~Unitholders~~is ~~have~~subject ~~no specific rights~~ to ~~any~~operational ~~specific Bitcoin~~risk. InA ~~the~~risk ~~event~~also ofexists ~~the~~with ~~insolvency~~respect ofto ~~the~~previously ~~Trust,~~unknown ~~its~~technical ~~assets~~vulnerabilities, which may beadversely ~~inadequate to~~affect ~~satisfy~~the avalue ~~claim~~of ~~by its Unitholders~~Bitcoin.

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. Further, Bitcoin transactions are irrevocable. Stolen or incorrectly transferred Bitcoin may be irretrievable. As a result, any incorrectly executed Bitcoin transactions could adversely affect an investment in the Trust.Custodian

ToThe digital assets owned by the ~~extent~~Trust ~~private~~are ~~keys~~held ~~for Bitcoin~~by ~~addresses~~the ~~are~~Custodian ~~lost,~~and ~~destroyed~~secured orin ~~otherwise~~a ~~compromised~~segregated ~~and~~custody noaccount. ~~backup~~All ofdigital ~~the~~asset private keys are ~~accessible,~~stored ~~the~~in ~~Trust~~offline ~~may be~~storage, ~~unable~~or to“cold” ~~access~~storage. ~~the~~“Cold” ~~Bitcoin~~storage ~~held~~is ina ~~the~~safeguarding ~~associated~~method ~~addresses~~by ~~and~~which the private keys ~~will~~corresponding ~~not~~to bedigital ~~capable~~assets ofare ~~being~~disconnected ~~restored.~~and/or ~~The processes~~deleted byentirely ~~which~~from ~~Bitcoin~~the ~~transactions~~internet. ~~are~~As ~~settled~~a ~~are~~result ~~dependent~~of ondigital ~~the~~assets ~~Bitcoin~~being stored ~~peer-to-peer~~in ~~network~~“cold” storage, any withdrawal and assubsequent ~~such,~~transaction request to the Custodian by the Trust is ~~subject~~requires up to twenty-four ~~operational~~(24) ~~risk~~hour prior notice to process. ASuch ~~risk~~time ~~also~~delay ~~exists~~between ~~with~~the ~~respect~~withdrawal torequest ~~previously~~and ~~unknown~~processing ~~technical~~of ~~vulnerabilities,~~the ~~which~~withdrawal may ~~adversely~~negatively ~~affect~~impact the ~~value~~price of ~~Bitcoin~~the digital asset upon sale. The Custodian provides the Trust with monthly account statements. The Custodian is independent from the Sponsor.

~~The~~7. ~~Custodian~~ Indemnifications

~~The~~In the ~~digital~~normal ~~assets~~course ~~owned~~of bybusiness, the Trust ~~are~~enters ~~held~~into bycontracts ~~the~~with ~~Custodian~~service ~~and~~providers ~~secured~~that incontain a ~~segregated~~variety ~~custody~~of ~~account.~~representations ~~All~~and ~~digital asset private keys are stored in offline~~warranties ~~storage,~~and orwhich ~~“cold”~~provide ~~storage~~general indemnifications. ~~“Cold”~~It ~~storage~~ is anot ~~safeguarding~~possible ~~method~~to bydetermine ~~which~~ the ~~private~~maximum ~~keys~~potential ~~corresponding to~~exposure ~~digital assets are disconnected and/~~or ~~deleted~~amount ~~entirely~~under ~~from~~these ~~the internet. As a result of digital assets being stored in “cold”~~agreements ~~storage,~~due ~~any withdrawal and subsequent transaction request~~ to the ~~Custodian by the~~ Trust ~~requires~~having upno ~~to twenty-four (24) hour~~ prior ~~notice to process~~claims. ~~Such~~Based ~~time~~on ~~delay~~experience, ~~between~~ the ~~withdrawal~~Trust ~~request~~would ~~and~~expect ~~processing of~~ the ~~withdrawal~~risk ~~may negatively impact the price~~ of ~~the~~loss ~~digital~~to ~~asset~~be ~~upon sale~~remote. ~~The Custodian provides the Trust with monthly account statements. The Custodian is independent from the Sponsor.~~

~~7. Indemnifications~~13

~~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~~8. ~~It is not possible to determine the maximum potential exposure or amount under these agreements due~~ toFinancial ~~the Trust having no prior claims. Based on experience, the Trust would expect the risk of loss to be remote.~~Highlights

8.Schedule of Investment Company Financial Highlights

	Three months ended June 30, 2023			Three months ended June 30, 2022			Six months ended June 30, 2023			Six months ended June 30, 2022
	Three months ended September 30, 2023			Three months ended September 30, 2022			Nine months ended September 30, 2023			Nine months ended September 30, 2022
Per Unit Performance (for a unit outstanding throughout the period)
Per Unit Performance
Net asset value per unit at beginning of period	$	9.47		$	15.42		$	5.52		$	15.55
(for a unit outstanding throughout the period)
Net asset value per unit at beginning of period	$	10.07		$	6.36		$	5.52		$	15.55
Net increase (decrease) in net assets resulting from operations
Net realized gain (loss) and change in unrealized appreciation (depreciation) on investment		0(1.6314	)		(90.0321	)		43.6147			(98.1392	)
Net investment loss		(0.03	)		(0.03	)		(0.0609	)		(0.0609	)
Net increase (decrease) in net assets resulting from operations		0(1.6017	)		(90.0618	)		43.5538			(9.1901	)
Net asset value per unit at end of period	$	108.0790		$	6.3654		$	108.0790		$	6.3654
Total return		6(11.3462	)%		~~(58~~2.7583	)%		8261.4323	%		(5957.1094	)%
Ratios to average net asset value
Expenses		1.2930	%		1.2838	%		1.32	%		1.0814	%
Net investment loss		(1.2930	)%		(1.2838	)%		(1.32	)%		(1.0814	)%

13An 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. Ratios have been annualized for the partial periods ended September 30, 2023 and 2022.

~~An individual Unitholder’s return, ratios, and per Unit performance may vary from those presented above based on the timing of Unit transactions~~9. ~~Total return and ratios to average net asset value are calculated for the Unitholders taken as a whole.~~ ~~Ratios~~Subsequent ~~have been annualized for the partial periods ended June 30, 2023 and 2022.~~Events

9.There are ~~Subsequent~~no ~~Events~~events that have occurred that require disclosure other than that which has already been disclosed in these notes to the financial statements.

On June 29, 2023, an affiliate to the Sponsor entered into an agreement to purchase 2,932,321 units from an unaffiliated investor in a private transaction. This purchase represented approximately 35% of Units of the Trust. The transaction settled on July 14~~, 2023.~~

~~There are no events that have~~Item ~~occurred~~2. ~~that~~Management’s ~~require~~Discussion ~~disclosure~~and ~~other~~Analysis ~~than~~of ~~that~~Financial ~~which~~Condition ~~has~~and ~~already~~Results ~~been~~of ~~disclosed in these notes to the financial statements.~~Operations

14The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those set forth under Part II in this Quarterly Report.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~Trust Overview

The Trust ~~following~~is ~~discussion~~a ~~and~~passive ~~analysis of~~investment ~~our~~vehicle, ~~financial condition~~ and ~~results~~its ofassets ~~operations~~will ~~should~~not be ~~read~~actively ~~together~~managed. ~~with~~As ~~our~~a ~~unaudited~~result, ~~financial~~it ~~statements~~will ~~and~~not ~~related notes~~engage ~~included elsewhere~~ in ~~this~~any ~~Quarterly~~activities designed ~~Report,~~to ~~which~~obtain ~~have~~a ~~been~~profit ~~prepared~~from, inor ~~accordance~~to ~~with~~ameliorate ~~generally~~losses ~~accepted~~caused ~~accounting~~by, ~~principles~~ changes in the ~~United~~market ~~States~~prices ~~(“U.S.~~of ~~GAAP”)~~Bitcoins. The ~~following~~investment ~~discussion~~objective of ~~may~~the ~~contain~~Trust ~~forward-looking~~is ~~statements~~for ~~based~~the onUnits ~~assumptions we believe~~ to bereflect ~~reasonable.~~the ~~Our~~performance ~~actual~~of ~~results~~Bitcoin ~~could~~as ~~differ~~measured ~~materially~~by ~~from~~reference ~~those~~to ~~discussed~~Coin inMetrics ~~these~~CMBI ~~forward-looking~~Bitcoin ~~statements.~~Index (the ~~Factors~~“Index”), ~~that~~less ~~could~~the ~~cause~~aggregate orTrust ~~contribute~~expenses toand ~~these~~other ~~differences~~liabilities. ~~include,~~To ~~but are not limited to~~date, ~~those~~the ~~set~~Trust ~~forth~~has ~~under~~not ~~Part~~met IIits ininvestment ~~this Quarterly Report~~objective.

The Units are intended to constitute a cost-effective and convenient means of gaining investment exposure to Bitcoin. However, an investment in the Units may operate and perform differently over time, and at any given time, than an investment directly in Bitcoin due to such factors as Trust ~~Overview~~fees and expenses, the quantity of Units available for trading, and the relative liquidity, and differences in the markets trading Bitcoin from the markets trading the Units (e.g., hours of operation, marketplace rules, clearance and settlement, market participants). Although the Units will not be the exact equivalent of a direct investment in Bitcoin, they provide investors with an alternative that constitutes a relatively cost-effective way to participate in Bitcoin markets through the securities market. The Units have been quoted on OTC Markets since February 12, 2021, and on OTCQX under the symbol “OBTC” since February 26, 2021, and to date have not met their investment objective.

~~The~~At this time, the Trust is not operating a ~~passive~~ ~~investment~~redemption ~~vehicle,~~program for Units and ~~its~~therefore ~~assets~~Units ~~will~~are not beredeemable ~~actively~~by ~~managed~~the Trust. AsOn aJanuary 13, ~~result~~2023, itthe ~~will~~Trust ~~not~~informed ~~engage~~investors inthat ~~any~~it ~~activities~~was ~~designed to~~considering ~~obtain~~ a ~~profit~~redemption ~~from~~program for the Units, orwhich towould ~~ameliorate~~likely ~~losses~~involve ~~caused~~limited periodic ~~by,~~redemptions ~~changes~~of inUnits, however, the ~~market~~possibility ~~prices~~ of ~~Bitcoins.~~an ~~The~~open-ended ~~investment~~redemption ~~objective of~~program was not ruled out, and the Trust iswas ~~for~~working with ~~the~~legal ~~Units~~counsel to ~~reflect~~offer ~~the~~a ~~performance~~redemption ofprogram. ~~Bitcoin~~To asdate, ~~measured~~there byhave ~~reference~~been tono ~~Coin~~material ~~Metrics~~developments ~~CMBI~~regarding ~~Bitcoin~~a ~~Index~~redemption program for (the ~~“Index”)~~Units. The Trust may halt issuances of Units for extended periods of time. As a result, ~~less~~the value of the ~~aggregate~~Units of the Trust ~~expenses~~may not approximate, and ~~other~~when ~~liabilities.~~traded Toon ~~date~~any secondary market, the ~~Trust~~Units ~~has~~may ~~not~~trade ~~met~~at ~~its~~a ~~investment~~substantial premium over, or discount to, the Trust’s ~~objective~~NAV per Unit.

~~The~~Critical ~~Units~~Accounting are intended to constitute a cost-effective and convenient means of gaining investment exposure to Bitcoin. However, an investment in the Units may operate and perform differently over time, and at any given time, than an investment directly in Bitcoin due to such factors as Trust fees and expenses, the quantity of Units available for trading, and the relative liquidity, and differences in the markets trading Bitcoin from the markets trading the Units (e.g., hours of operation, marketplace rules, clearance and settlement, market participants). Although the Units will not be the exact equivalent of a direct investment in Bitcoin, they provide investors with an alternative that constitutes a relatively cost-effective way to participate in Bitcoin markets through the securities market. The Units have been quoted on OTC Markets since February 12, 2021, and on OTCQX under the symbol “OBTC” since February 26, 2021, and to date have not met their investment objective.Estimates

~~At this time, the~~Investment ~~Trust~~Transactions ~~is not operating a redemption program for Units~~ and ~~therefore~~Revenue Units are not redeemable by the Trust. On January 13, 2023, the Trust informed investors that it was considering a redemption program for the Units, which would likely involve limited periodic redemptions of Units, however, the possibility of an open-ended redemption program was not ruled out, and the Trust was working with legal counsel to offer a redemption program. To date, there have been no material developments regarding a redemption program for the Units. The Trust may halt issuances of Units for extended periods of time. As a result, the value of the Units of the Trust may not approximate, and when traded on any secondary market, the Units may trade at a substantial premium over, or discount to, the Trust’s NAV per Unit.Recognition

~~Critical~~The Trust ~~Accounting~~considers ~~Estimates~~investment transactions to be the receipt of Bitcoin for Units creations and the delivery of Bitcoin for Units redemptions or for payment of expenses in Bitcoin. At this time, the Trust is not accepting redemption requests from unitholders. 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.

~~Investment~~Principal Market ~~Transactions~~ and ~~Revenue Recognition~~Fair Value Determination

~~The Trust considers~~To ~~investment~~determine ~~transactions~~which toBitcoin bemarket ~~the~~will ~~receipt~~serve ofas ~~Bitcoin~~the ~~for~~Trust’s ~~Units~~principal ~~creations~~market ~~and~~(or in the ~~delivery~~absence of ~~Bitcoin~~a ~~for~~principal ~~Units~~market, ~~redemptions~~the ormost ~~for~~advantageous ~~payment~~market) offor ~~expenses~~purposes inof ~~Bitcoin.~~calculating Atthe ~~this~~Trust’s ~~time~~NAV, the Trust isfollows ~~not~~FASB ~~accepting~~ASC ~~redemption~~820-10, ~~requests~~which ~~from~~outlines ~~unitholders.~~the ~~The~~application ~~Trust~~of ~~records~~fair ~~its~~value ~~investment~~accounting. ~~transactions~~ASC on820-10 adetermines ~~trade~~fair ~~date~~value ~~basis~~to ~~and~~be ~~changes~~the inprice ~~fair~~that ~~value~~would ~~are~~be ~~reflected~~received asfor ~~the~~Bitcoin ~~net~~in ~~change~~a incurrent ~~unrealized~~sale, ~~appreciation~~which assumes oran ~~depreciation~~orderly transaction between market participants on ~~investments~~the measurement date. ~~Realized~~ASC ~~gains~~820-10 ~~and~~requires ~~losses~~the ~~are~~Trust ~~calculated~~to ~~using~~assume athat ~~first~~Bitcoin is sold in ~~first~~its ~~out~~principal ~~method.~~market ~~Realized~~to ~~gains~~market ~~and losses~~participants or, in the absence of a principal market, the most advantageous market. Market participants are ~~recognized~~defined as buyers and sellers in ~~connection~~the ~~with~~principal ~~transactions~~or ~~including~~most ~~settling~~advantageous ~~obligations~~market ~~for~~that ~~the~~are ~~Management~~independent, ~~Fee~~knowledgeable, and ~~other~~willing ~~expenses~~and able into ~~Bitcoin~~transact.

~~Principal Market and Fair Value Determination~~15

ToThe Trust ~~determine~~purchases ~~which~~ Bitcoin ~~market~~directly ~~will~~from ~~serve~~ various counterparties, such as ~~the~~Galaxy ~~Trust’s~~Digital, ~~principal~~Jane ~~market~~Street, ~~(or~~and inCumberland ~~the~~DRW ~~absence~~LLC, ofand adoes ~~principal~~not itself ~~market,~~transact ~~the~~in ~~most~~any ~~advantageous~~Bitcoin ~~market)~~markets. ~~for~~The ~~purposes~~purchase price of ~~calculating the~~Bitcoin ~~Trust’s~~from ~~NAV,~~our ~~the~~counterparties may vary significantly. The Trust ~~follows~~looks to ~~FASB~~these ~~ASC~~counterparties ~~820~~when assessing entity-~~10,~~specific ~~which~~and ~~outlines~~market-based volume and the ~~application~~level of ~~fair~~activity ~~value~~in ~~accounting.~~the ~~ASC~~Bitcoin ~~820-10~~markets. ~~determines~~Prior ~~fair~~to ~~value~~November to3, be2023, the ~~price~~Trust ~~that~~determined ~~would~~the bevalue ~~received~~of ~~for~~ Bitcoin inat aany ~~current~~given ~~sale,~~time ~~which~~by ~~assumes~~reference anto ~~orderly~~the ~~transaction~~market ~~between~~price ~~market participants~~of Bitcoin traded on Coinbase Pro, the ~~measurement~~Trust’s ~~date~~principal market, as determined at 4:00 p.m., ~~ASC~~New ~~820-10~~York ~~requires~~time ~~the~~on ~~Trust~~each tobusiness ~~assume~~day ~~that~~(the “Bitcoin Market isPrice”). ~~sold~~The inTrust evaluates its principal market toselection ~~market participants~~ (or, in the absence of a principal market, the most advantageous market.) ~~Market~~at ~~participants~~least ~~are~~annually ~~defined~~and asconducts ~~buyers~~a quarterly analysis to determine (i) if there have been recent changes to each bitcoin market’s trading volume and ~~sellers~~level of activity in the ~~principal~~trailing twelve months, (ii) if any Bitcoin markets have developed that the Trust has access to, or ~~most~~(iii) ~~advantageous~~if recent changes to a Bitcoin market’s price stability have occurred that ~~are~~would ~~independent,~~materially ~~knowledgeable,~~impact the selection of the principal market and ~~willing~~necessitate a change in the Trust’s determination of its principal market. The Trust does not anticipate changing its principal market more frequently than annually, in connection with its annual evaluation of its principal market selection and ~~able~~annual tofinancial ~~transact~~audit. Each annual evaluation will take into account the findings from the Trust’s quarterly reviews.

~~The~~Effective ~~Trust~~November ~~purchases Bitcoin directly from various counterparties~~3, ~~such as Galaxy Digital~~2023, ~~Jane~~the ~~Street,~~value ~~and Cumberland DRW LLC, and does not itself transact in any Bitcoin markets. The purchase price~~ of Bitcoin ~~from~~held ~~our~~by ~~counterparties~~the ~~may vary significantly. The~~ Trust ~~looks~~is todetermined ~~these counterparties when assessing entity-specific and market-~~based ~~volume~~on ~~and~~ the ~~level~~estimated offair ~~activity~~market ~~in the Bitcoin markets. The Trust determines the~~ value ofprice for Bitcoin, ~~at any given time by~~reflecting ~~reference to~~ the ~~market~~execution price of Bitcoin ~~traded~~ on ~~Coinbase~~its ~~Pro, the Trust’s~~ principal market, as determined atby ~~4:00~~Lukka pInc.m., ~~New~~ ~~York~~an ~~time~~independent onthird-party ~~each~~digital ~~business~~asset ~~day~~data company (~~the~~ “~~Bitcoin Market Price~~Lukka”). ~~The~~Lukka’s ~~Trust~~pricing ~~evaluates~~methodology is designed in accordance with ASC 820-10, and its proprietary software dynamically designates principal market ~~selection (or~~and inderives ~~the~~fair ~~absence~~value ofprices afor ~~principal~~financial reporting using this designation.

15Lukka is designed to provide an estimated fair market value for Bitcoin, in a manner that aligns with U.S. GAAP and IFRS accounting guidelines regarding fair market value measurements. In this regard, Lukka seeks to identify a “principal market” for Bitcoin, by evaluating eligible Bitcoin exchanges across a variety of different criteria, including the exchanges’ oversight and governance frameworks, microstructure efficiency, trading volume, data transparency and data integrity. The Sponsor of the Trust decided to transition to Lukka’s pricing services based on Lukka’s feature that automates the selection of the principal market in accordance with ASC 820-10. This enables the Trust to switch the principal market in real-time, as opposed to the quarterly analysis performed by the Trust prior to November 3, 2023. Although the Trust has the discretion to change the principal market, the Trust does not expect to conduct quarterly analysis to determine the principal market going forward.

~~market the most advantageous market) at~~The ~~least~~cost ~~annually~~basis ~~and~~of ~~conducts~~ a ~~quarterly~~Trust ~~analysis~~investment ~~to determine (i) if there have been recent changes to each bitcoin market’s trading volume and level of activity~~ in ~~the trailing twelve months, (ii) if any~~ Bitcoin ~~markets~~recorded ~~have~~by ~~developed that~~ the Trust ~~has access~~for ~~to,~~financial orreporting ~~(iii)~~purposes ifis ~~recent~~the ~~changes~~fair tovalue aof ~~Bitcoin market’s price stability have occurred that would materially impact~~ the ~~selection~~ ofBitcoin at the ~~principal~~time ~~market~~of ~~and~~contribution ~~necessitate~~to ~~a change in~~ the Trust~~’s determination of its principal market~~. The ~~Trust does~~Bitcoin ~~not~~cost ~~anticipate~~basis ~~changing~~recorded ~~its~~by ~~principal~~the ~~market~~Trust ~~more~~may ~~frequently~~differ ~~than~~from ~~annually,~~the invalue ~~connection~~of ~~with~~the ~~its~~proceeds ~~annual evaluation of its~~collected ~~principal~~by ~~market~~the ~~selection~~Sponsor ~~and~~from ~~annual~~the ~~financial~~sale ~~audit.~~of ~~Each annual evaluation will take into account~~ the ~~findings~~corresponding ~~from~~Units ~~the~~to ~~Trust’s quarterly reviews~~investors.

~~The cost basis of a Trust investment in~~Investment ~~Bitcoin~~Company recorded by the Trust for financial reporting purposes is the fair value of the Bitcoin at the time of contribution to the Trust. The Bitcoin cost basis recorded by the Trust may differ from the value of the proceeds collected by the Sponsor from the sale of the corresponding Units to investors.Considerations

The Trust is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services – Investment Companies. The Trust uses fair value as its method of accounting for Bitcoin in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company ~~Considerations~~Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.

~~The Trust is an investment company for GAAP~~Review ~~purposes~~of ~~and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946,~~ Financial ~~Services~~Results – Investment Companies. The Trust uses fair value as its method of accounting for Bitcoin in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.(unaudited)

~~Review~~Financial Highlights offor ~~Financial~~the ~~Results~~Three ~~(unaudited)~~and Nine Months Ended September 30, 2023 and 2022

Financial Highlights for the Three and Six Months Ended June 30, 2023 and 2022

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023		2022
Net realized and unrealized (loss) gain on investment in Bitcoin	$	(9,496,077	)	$	1,673,140	$	28,934,417	$	(74,368,046	)
Net (decrease) increase in net assets resulting from operations	$	(9,748,119	)	$	1,474,257	$	28,218,365	$	(75,148,019	)
Net assets	$	74,233,145		$	54,525,149	$	74,233,145	$	54,525,149

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022			2023		2022
Net realized and unrealized gain (loss) on investment in Bitcoin	$	5,226,872		(75,255,096	)	$	38,430,494		(76,041,186	)
Net increase (decrease) in net assets resulting from operations	$	4,968,830		(75,563,733	)	$	37,966,484		(76,622,276	)
Net assets	$	83,981,264		53,050,892		$	83,981,264		53,050,892

Net realized and unrealized loss on investment in Bitcoin for the three months ended September 30, 2023 was $9,496,077 which includes a realized gain of $152,120 on the transfer of Bitcoins to pay the Management Fee and other expenses and net change in unrealized depreciation on investment in Bitcoin of $9,648,197. Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $30,361.94 per Bitcoin as of June 30, 2023 to $26,922.47 per Bitcoin as of September 30, 2023. Net decrease in net assets resulting from operations was $9,748,119 for the three months ended September 30, 2023, which consisted of the net realized and unrealized loss on investment in Bitcoin, less the Management Fee of $95,755 and other expenses of $156,287. Net assets decreased to $74,233,145 at September 30, 2023, a 12% decrease for the period. The decrease in net assets resulted from the aforementioned Bitcoin price depreciation and the Trust’s expenses of $252,042 for the period.

Net realized and unrealized gain on investment in Bitcoin for the three months ended June 30, 2023 was $5,226,872 which includes a realized gain of $536,290 on the transfer of Bitcoins to pay the Management Fee and other expenses and net change in unrealized appreciation on investment in Bitcoin of $4,690,582. Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $28,467.79 per Bitcoin as of March 31, 2023 to $ 30,361.94 per Bitcoin as of June 30, 2023. Net increase in net assets resulting from operations was $4,968,830, for the three months ended June 30, 2023, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Management Fee of $94,797 and other expenses of $163,245. Net assets increased to $83,981,264 at June 30, 2023, a 6% increase for the period. The increase in net assets resulted from the aforementioned Bitcoin price appreciation which was partially offset by the Trust’s expenses of $258,042 for the period.16

Net realized and unrealized ~~loss~~gain on investment in Bitcoin for the three months ended ~~June~~September 30, 2022 was $751,~~255~~673,~~096~~140 which includes a realized gain of $~~257~~195,~~754~~373 on the transfer of Bitcoins to pay the Management Fee and other expenses and net change in unrealized ~~depreciation~~appreciation on investment in Bitcoin of $751,~~512~~477,~~850~~767. Net realized and unrealized ~~loss~~gain on investment in Bitcoin for the period was driven by Bitcoin price ~~depreciation~~ appreciation from $4518,~~595~~895.5501 per Bitcoin as of ~~March~~June 3130, 2022, to $1819,~~895,01~~480.51 per Bitcoin as of ~~June~~September 30, 2022. Net ~~decrease~~increase in net assets resulting from operations was $751,~~563~~474,~~733~~257 for the three months ended ~~June~~September 30, 2022, which consisted of the net realized and unrealized ~~loss~~ gain on investment in Bitcoin, less the Management Fee of $~~111~~73,~~774~~637 and other expenses of $~~196~~125,~~863~~246. Net assets ~~decreased~~increased to $5354,~~050~~525,~~892~~ 149 at ~~June~~September 30, 2022, a 593% ~~decrease~~increase for the period. The ~~decrease~~increase in net assets resulted from the aforementioned Bitcoin price ~~depreciation and~~appreciation which was partially offset by the Trust’s expenses of $~~308~~198,~~637~~883 for the period.

Net realized and unrealized gain on investment in Bitcoin for the ~~six~~nine months ended ~~June~~September 30, 2023, was $3828,~~430~~934,~~494~~417 which includes a realized gain of $~~644~~796,~~646~~766 on the transfer of Bitcoins to pay the Management Fee and other expenses and net change in unrealized appreciation on investment in Bitcoin of $3728,~~785~~137,~~848~~651. Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $16,561.21 per Bitcoin as of December 31, 2022, to $ 3026,~~361~~922.9447 per Bitcoin as of ~~June~~September 30, 2023. Net increase in net assets resulting from operations was $3728,~~966~~218,~~484~~365, for the nine months ended September 30, 2023, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Management Fee of $266,946 and other expenses of $449,106. Net assets increased to $74,233,145 at September 30, 2023, a 61% increase for the period. The increase in net assets resulted from the aforementioned Bitcoin price appreciation which was partially offset by the Trust’s expenses of $716,052 for the period.

16Net realized and unrealized loss on investment in Bitcoin for the nine months ended September 30, 2022, was $74,368,046, which includes a realized gain of $648,250 on the transfer of Bitcoins to pay the Management Fee and other expenses and net change in unrealized depreciation on investment in Bitcoin of $75,016,296. Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $45,867.86 per Bitcoin as of December 31, 2021, to $19,480.51 per Bitcoin as of September 30, 2022. Net decrease in net assets resulting from operations was $75,148,019 for the nine months ended September 30, 2022, which consisted of the net realized and unrealized loss on investment in Bitcoin, less the Management Fee of $326,553 and other expenses of $453,420. Net assets decreased to $54,525,149 at September 30, 2022, a 58% decrease for the period. The decrease in net assets resulted from the aforementioned Bitcoin price depreciation and the Trust’s expenses of $779,973 for the period.

~~six months ended June 30, 2023,~~Cash ~~which~~Resources ~~consisted of the net realized~~ and unrealized gain on investment in Bitcoin, less the Management Fee of $171,191 and other expenses of $292,819. Net assets increased to $83,981,264 at June 30, 2023, a 83% increase for the period. The increase in net assets resulted from the aforementioned Bitcoin price appreciation which was partially offset by the Trust’s expenses of $464,010 for the period.Liquidity

~~Net~~When selling ~~realized~~Bitcoins ~~and~~to ~~unrealized~~pay ~~loss~~expenses, ~~on investment in Bitcoin for~~ the ~~six~~Sponsor ~~months~~endeavors ~~ended~~to ~~June~~sell ~~30,~~the ~~2022~~exact ~~was~~number ~~$76,041,186~~of ~~which~~Bitcoins ~~includes~~needed ato ~~realized~~pay ~~gain~~expenses ofin ~~$452,877~~order onto minimize the ~~transfer~~Trust’s holdings of ~~Bitcoins~~ toassets ~~pay~~other ~~the~~than ~~Management~~Bitcoin. ~~Fee~~As ~~and~~a ~~other~~consequence, ~~expenses~~the ~~and~~Sponsor ~~net~~expects ~~change~~that inthe ~~unrealized~~Trust ~~depreciation~~will onnot ~~investment~~record inany ~~Bitcoin~~cash flow offrom ~~$76,494,063. Net~~its ~~realized~~operations and ~~unrealized~~that ~~loss~~its oncash ~~investment~~balance inwill ~~Bitcoin~~be ~~for~~zero at the ~~period~~end ~~was~~of ~~driven~~each byreporting ~~Bitcoin price depreciation from $45,867~~period.~~86 per~~ ~~Bitcoin~~The asprices of ~~December~~digital 31assets, ~~2021 to $18~~specifically Bitcoin,~~895.01~~ ~~per~~have ~~Bitcoin~~experienced assubstantial ofvolatility, ~~June~~which ~~30,~~may ~~2022.~~reflect ~~Net~~“bubble” ~~decrease~~type involatility, ~~net~~meaning ~~assets~~that ~~resulting~~high ~~from~~or ~~operations~~low prices ~~was~~may ~~$76,622,276~~have ~~for~~little ~~the~~or ~~six~~no ~~months~~relationship ~~ended~~to ~~June~~identifiable ~~30,~~market ~~2022~~forces, ~~which~~may ~~consisted~~be ofsubject ~~the~~to ~~net~~rapidly ~~realized~~changing ~~and~~investor ~~unrealized~~sentiment, ~~loss~~and onmay ~~investment~~be ininfluenced ~~Bitcoin,~~by ~~less~~factors ~~the~~such ~~Management~~as ~~Fee of $252~~technology,~~916~~ ~~and~~regulatory ~~other~~void ~~expenses~~or ~~of $328~~changes,~~174.~~ ~~Net~~fraudulent ~~assets~~actors, ~~decreased to $53~~manipulation,~~050,892~~ atand ~~June~~media ~~30,~~reporting. ~~2022, a~~Bitcoin ~~59%~~may ~~decrease~~have ~~for~~value based ~~the~~on ~~period.~~various ~~The~~factors, ~~decrease~~including intheir ~~net~~acceptance ~~assets~~as ~~resulted~~a ~~from~~means ~~the~~of ~~aforementioned~~exchange ~~Bitcoin~~by ~~price~~consumers ~~depreciation~~ and ~~the~~others, ~~Trust’s expenses of $581~~scarcity,~~090~~ ~~for~~and ~~the~~market ~~period~~demand.

~~Cash~~In exchange ~~Resources~~for the Management Fee, the Sponsor has agreed to bear the routine operational, administrative and ~~Liquidity~~other ordinary fees and expenses incurred by the Trust. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.

When selling Bitcoins to pay expenses, the Sponsor endeavors to sell the exact number of Bitcoins needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. The prices of digital assets, specifically Bitcoin, have experienced substantial volatility, which may reflect “bubble” type volatility, meaning that high or low prices may have little or no relationship to identifiable market forces, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting. Bitcoin may have value based on various factors, including their acceptance as a means of exchange by consumers and others, scarcity, and market demand.17

InSelected ~~exchange~~Operating for the Management Fee, the Sponsor has agreed to bear the routine operational, administrative and other ordinary fees and expenses incurred by the Trust. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.Data

Selected Operating Data

	Three Months September 30,						Nine Months September 30,
	2023			2022			2023			2022
Bitcoins:
Opening balance		2,764.70			2,816.07			2,792.88			2,828.93
Management Fee, related party		(3.41	)		(3.46	)		(10.20	)		(10.36	)
Other Expenses		(2.64	)		(6.92	)		(24.03	)		(12.88	)
Closing balance		2,758.65			2,805.69			2,758.65			2,805.69
Other assets		3.72			0.01			3.72			0.01
Accrued but unpaid Management Fee, related party		(1.11	)		(1.13	)		(1.11	)		(1.13	)
Accrued but unpaid other expenses		(3.97	)		(5.61	)		(3.97	)		(5.61	)
Net closing balance		2,757.29			2,798.96			2,757.29			2,798.96
Number of Units:
Opening balance		8,340,536			8,340,536			8,340,536			8,340,536
Closing balance		8,340,536			8,340,536			8,340,536			8,340,536

	Three Months June 30,						Six Months June 30,
	As of September 30,
	2023			2022			~~2023~~			~~2022~~
Bitcoins:
NAV per Unit	$	8.90		$	6.54
Opening balance		2,786.69			2,823.99			2,792.88			2,828.93
Bitcoin Market Price	$	26,922.47		$	19,480.51
Management Fee, related party		(3.43	)		(3.48	)		(6.79	)		(6.90	)
Bitcoin Holdings per Unit		0.00033			0.00034
Other Expenses		(18.56	)		(4.44	)		(21.39	)		(5.96	)
Closing balance		2,764.70			2,816.07			2,764.70			2,816.07
Other assets		4.90			0.01			4.90			0.01
Accrued but unpaid Management Fee, related party		(1.11	)		(1.13	)		(1.11	)		(1.13	)
Accrued but unpaid other expenses		(2.49	)		(7.30	)		(2.49	)		(7.30	)
Net closing balance		2,766.00			2,807.65			2,766.00			2,807.65
Number of Units:
Opening balance		8,340,536			8,340,536			8,340,536			8,340,536
Closing balance		8,340,536			8,340,536			8,340,536			8,340,536

	As of June 30,
	2023		2022
NAV per Unit	$	10.07	$	6.36
Bitcoin Market Price	$	30,361.94	$	18,895.01
Bitcoin Holdings per Unit		0.00033		0.00034

Historical Digital Asset Holdings and Bitcoin Prices

17As movements in the price of Bitcoins will directly affect the price of the Units, investors should understand recent movements in the price of Bitcoin. Investors, however, should also be aware that past movements in the Bitcoin price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.

~~Historical Digital Asset Holdings and Bitcoin Prices~~18

~~As movements in~~The ~~the~~following ~~price~~chart ofillustrates ~~Bitcoins will directly affect~~ the ~~price~~movements ofin the ~~Units,~~NAV ~~investors~~and ~~should understand recent movements in~~ the ~~price of~~ Bitcoin. ~~Investors,~~Market ~~however,~~Price ~~should~~(referred ~~also~~to ~~be aware that past movements~~ in the ~~Bitcoin~~chart ~~price~~as ~~are~~“Market ~~not~~Price”) from ~~indicators~~the beginning of ~~future~~the ~~movements. Movements~~Trust’s ~~may~~operations beon ~~influenced~~January ~~by various factors~~3, ~~including~~2019, ~~but not limited~~ to, ~~government~~September ~~regulation~~30, ~~security breaches experienced by service providers, as well as political and economic uncertainties around the world~~2023.

The table ~~following~~below ~~chart~~ illustrates the movements in the ~~NAV and the~~ Bitcoin Market Price ~~(referred~~since tothe inbeginning of the ~~chart~~Trust’s asoperations ~~“Market~~on ~~Price”)~~January ~~from~~3, 2019. From the beginning of the Trust’s operations on ~~January~~to 3September 30, ~~2019~~2023, the Bitcoin Market Price has ranged from $3,358.67 to ~~June~~$67,371.70, with 30the straight average being $24,002.79. ~~2023~~The Sponsor has not observed a material difference between the Bitcoin Market Price and average prices from the constituent Bitcoin exchanges individually or as a group.

The table below illustrates the movements in the Bitcoin Market Price since the beginning of the Trust’s operations on January 3, 2019. From the beginning of the Trust’s operations to June 30, 2023, the Bitcoin Market Price has ranged from $3,358.67 to $67,371.70, with the straight average being $23,775.51. The Sponsor has not observed a material difference between the Bitcoin Market Price and average prices from the constituent Bitcoin exchanges individually or as a group.

Period	Average		High		Date		Low		Date		End of period
From January 3, 2019 to December 31, 2019	$	7,379.15	$	13,724.33		6/26/2019	$	3,358.67		2/7/2019	$	7,153.38
Year ended December 31, 2020		11,131.27		29,026.66		12/31/2020		4,956.92		3/16/2020		29,026.66
Year ended December 31, 2021		47,524.08		67,371.70		11/9/2021		29,785.71		7/20/2021		45,867.86
Year ended December 31, 2022		28,203.59		47,982.33		3/28/2022		15,766.93		11/21/2022		16,561.21
Nine months ended September 30, 2023		26,394.56		31,674.08		7/13/2023		16,655.42		1/3/2023		26,922.47
January 3, 2019 (the inception of the Trust’s operations) to September 30, 2023	$	24,002.79	$	67,371.70		11/9/2021	$	3,358.67		2/7/2019	$	26,922.47

Period	Average		High		Date	Low		Date	End of period
From January 3, 2019 to December 31, 2019	$	7,379.15	$	13,724.33	6/26/2019	$	3,358.67	2/7/2019	$	7,153.38
Year ended December 31, 2020		11,131.27		29,026.66	12/31/2020		4,956.92	3/16/2020		29,026.66
Year ended December 31, 2021		47,524.08		67,371.70	11/9/2021		29,785.71	7/20/2021		45,867.86
Year ended December 31, 2022		28,203.59		47,982.33	3/28/2022		15,766.93	11/21/2022		16,561.21
Six months ended June 30, 2023		25,536.71		30,906.40	6/23/2023		16,655.42	1/3/2023		30,361.94
January 3, 2019 (the inception of the Trust’s operations) to June 30, 2023	$	23,775.51	$	67,371.70	11/9/2021	$	3,358.67	2/7/2019	$	30,361.94

Secondary Market Trading

~~Secondary~~The Trust’s ~~Market~~Units ~~Trading~~have been quoted on OTC Markets since February 12, 2021, and on OTCQX since February 26, 2021 under the symbol “OBTC.” The price of the Units as quoted on OTCQX (and OTC Markets) has varied significantly from the NAV per Unit. From February 12, 2021, to September 30, 2023, the maximum premium of the closing price of the Units quoted on OTCQX (and OTC Markets) over the value of the Trust’s NAV per Unit was approximately 240% and the average daily discount since the Units were first traded on OTC Markets on February 12, 2021, was approximately 14%. As of September 30, 2023, the Trust’s Units were quoted on OTCQX at a discount of approximately 21% to the Trust’s NAV per Unit.

The ~~Trust’s Units have been quoted~~ onhistorical ~~OTC~~premium ~~Markets~~of ~~since February 12, 2021, and on OTCQX since February 26, 2021 under~~ the ~~symbol~~closing ~~“OBTC.” The~~ price of the Units as quoted on OTCQX (and OTC Markets) ~~has~~as ~~varied~~compared ~~significantly~~with ~~from~~ the NAV per Unit. ~~From~~has ~~February 12~~varied, ~~2021~~from a tohigh ~~June~~of ~~30, 2023,~~240% ~~the~~on ~~maximum~~February ~~premium~~16, of2021, ~~the~~ (closing price of$56.39 ~~the~~per ~~Units~~Unit ~~quoted~~ on OTCQX (and OTC Markets) ~~over~~and ~~the~~NAV ~~value~~per ofUnit ~~the~~$16.58) ~~Trust’s NAV~~to ~~per~~a ~~Unit~~low ~~was~~(i.e., discount) ~~approximately~~of ~~240~~46% ~~and~~on ~~the~~November ~~average~~18, ~~daily~~2022, ~~discount~~(closing ~~since~~price ~~the~~$3 ~~Units~~per ~~were~~Unit ~~first~~on ~~traded~~OTCQX on(and OTC Markets) onand ~~February 12,~~NAV ~~2021~~per ~~was~~Unit ~~approximately 13%~~$5.56).The Ashistorical ofpremiums and ~~June~~discounts ~~30,~~at ~~2023,~~times ~~the~~reflect ~~Trust’s Units were quoted on OTCQX at~~ a ~~discount~~material ofdeviation ~~approximately 30%~~from to the ~~Trust’s~~Bitcoin ~~NAV~~Market ~~per Unit~~Price.

1819

The following ~~historical~~table ~~premium~~sets ofout the ~~closing~~range ~~price~~ of ~~the~~high ~~Units quoted on OTCQX~~ and ~~OTC~~low ~~Markets~~closing asprices ~~compared~~for ~~with~~ the ~~NAV~~Units ~~per~~as ~~Unit~~reported ~~has~~by ~~varied, from a high of 240% on February 16, 2021 (closing price $56.39 per Unit on~~ OTCQX (~~and~~or OTC Markets) and the Trust’s NAV per Unit ~~$16.58)~~for tothe aperiod ~~low~~from ~~(i.e.~~February 12, ~~discount)~~2021, ofto ~~46%~~September ~~on November 18~~30, ~~2022~~2023. ~~(closing~~As ~~price~~of $3September ~~per~~30, ~~Unit~~2023, onthe ~~OTCQX~~Trust’s ~~(and~~Bitcoin ~~OTC Markets) and NAV~~ Holdings per Unit ~~$5.56).The~~was ~~historical premiums and discounts at times reflect a material deviation from the Bitcoin Market Price~~0.00033.

The following table sets out the range of high and low closing prices for the Units as reported by OTCQX (or OTC Markets) and the Trust’s NAV per Unit for the period from February 12, 2021 to June 30, 2023. The Trust’s Bitcoin Holdings per Unit for the period was 0.00033.

High				Low
OTC Markets		NAV per Unit		OTC Markets		NAV per Unit
2/16/2021		11/9/2021		11/18/2022		11/21/2022
$	56.39	$	22.86	$	3.00	$	5.28

High				Low
OTC Markets		NAV per Unit		OTC Markets		NAV per Unit
2/16/2021		11/9/2021		11/18/2022		11/21/2022
$	56.39	$	22.86	$	3.00	$	5.28

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~Item 3~~Not applicable. ~~Quantitative and Qualitative Disclosures about Market Risk~~

~~Not applicable~~Item 4. Controls and Procedures

~~Item~~Evaluation of 4.Disclosure Controls and Procedures

~~Evaluation~~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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure ~~Controls~~controls and procedures include, without limitation, controls and ~~Procedures~~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 the Sponsor’s 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.

~~The Trust maintains disclosure controls~~As ~~and procedures that are designed to ensure that information~~ required toby beRules ~~disclosed~~13a-15 inand ~~our~~15d-15 ~~reports filed or submitted~~ under the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended (~~the ~~“Exchange~~Sponsor’s ~~Act”),~~Chief isExecutive ~~recorded,~~Officer ~~processed,~~and ~~summarized~~Chief ~~and~~Financial ~~reported~~Officer ~~within~~carried ~~the~~out ~~time~~an ~~periods~~evaluation ~~specified~~of in the ~~SEC’s~~effectiveness ~~rules~~of ~~and~~the ~~forms.~~design ~~Disclosure controls~~ and ~~procedures~~operation ~~include,~~of ~~without~~our ~~limitation,~~ disclosure controls and procedures ~~designed~~as toof ~~ensure~~September ~~that~~30, ~~information required to be disclosed in company reports filed or submitted under~~2023. ~~the~~Based ~~Exchange~~upon ~~Act~~their ~~is accumulated and communicated to management~~evaluation, ~~including~~ the Sponsor’s Chief Executive Officer ~~(who~~and ~~serves as~~Chief ~~our~~Financial ~~principal~~Officer ~~executive~~concluded ~~officer)~~that ~~and~~our ~~Chief~~disclosure ~~Financial~~controls and ~~Officer~~procedures (~~who serves~~ as ~~our~~defined ~~principal~~in ~~financial~~Rules 13a-15(e) and ~~accounting officer~~15d-15(e)~~, to~~ ~~allow~~under ~~timely~~the ~~decisions~~Exchange ~~regarding~~Act) ~~required~~were ~~disclosure~~effective.

~~As required by Rules 13a-15 and 15d-15 under~~Changes ~~the~~in ~~Exchange~~Internal ~~Act,~~Control ~~the~~over ~~Sponsor’s 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 June 30, 2023. Based upon their evaluation, the Sponsor’s 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.Reporting

~~Changes~~There was no change in ~~Internal~~our ~~Control~~internal control over ~~Financial~~financial reporting that occurred during the fiscal quarter ended September 30, 2023, that ~~Reporting~~has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.20

19PART II – OTHER INFORMATION

~~PART~~Item 1. IILegal ~~– OTHER INFORMATION~~Proceedings

~~Item 1~~None. ~~Legal Proceedings~~

~~None~~Item 1A. Risk Factors

Except as noted below, there have been no material changes to the risk factors previously disclosed under “Item 1A. Risk Factors” of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2022.

~~There~~Risks related ~~have been no material changes~~ to ~~the risk factors previously disclosed under “Item 1A. Risk Factors” of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2022.~~NAV

~~Item~~Beginning on 2November 3, 2023, the Trust’s NAV is based upon the fair market value for Bitcoin determined by Lukka. ~~Unregistered~~The ~~Sales~~price of ~~Equity~~Bitcoin in ~~Securities~~U.S. ~~and~~Dollars ~~Use~~or in other currencies available from other data sources may not be equal to the prices used to calculate the NAV. Lukka has substantial discretion at any time to change the methodology used to determine the fair market value of ~~Proceeds~~Bitcoin, including the spot markets underlying its methodology. Lukka does not have any obligation to take the needs of the Trust, the Trust’s Unitholders, or anyone else into consideration in connection with such changes.

The Pricing ~~following~~Sources ~~table~~used ~~provides~~by ~~information as~~Lukka toare digital asset spot markets that facilitate the ~~purchases~~buying and selling of ~~the~~Bitcoin ~~Trust’s~~and ~~Units~~other ~~during~~digital ~~the~~assets. Although ~~three~~many ~~months~~Pricing ~~ended~~Sources ~~June~~refer 30to themselves as “exchanges,” ~~2023~~they are not registered with, or supervised by, the ~~Trust~~SEC or CFTC and do not meet the regulatory standards of a national securities exchange or bydesignated ~~any~~contract ~~affiliated~~market. ~~purchaser~~For these reasons, ~~(as~~among ~~defined~~others, bypurchases ~~Rule~~and ~~10b-18~~sales of ~~the~~Bitcoin ~~Exchange~~may ~~Act).~~be ~~During~~subject ~~the~~to ~~monthly~~temporary ~~periods~~distortions ~~presented~~or other disruptions due to various factors, including the ~~Trust~~lack ~~did~~of ~~not~~liquidity ~~have~~in ~~any~~the ~~publicly~~markets ~~announced repurchase~~and ~~plans~~government orregulation ~~programs~~and intervention. These circumstances could affect the price of Bitcoin used by Lukka.

Period (fiscal month)	Total Number of Units Purchased		Average Price Paid per Unit
April 1 – April 30, 2023		-		-
May 1 – May 31, 2023		-		-
June 1 – June 30, 2023		2,932,3211		$6.75
Total		2,932,321		$6.75

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

~~1 All units identified in this column were purchased by Anax Trading, LLC in a private transaction~~None. The purchase agreement was executed on June 29, 2023 and settlement occurred on July 14, 2023. Anax Trading, LLC is 100% owned by Rex Shares, LLC. Rex Shares, LLC is under common control with the Sponsor.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None of the Sponsor’s officers responsible for overseeing the business and operations of the Trust adopted, modified, or terminated a~~ Rule ~~10b5-1 trading arrangement or a~~ ~~non-Rule~~ 10b5-1 ~~trading~~Trading ~~arrangement during the Trust’s fiscal quarter ended June 30, 2023.~~Plans

20None of the Sponsor’s officers responsible for overseeing the business and operations of the Trust adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Trust’s fiscal quarter ended September 30, 2023.

~~Item 6. Exhibits~~21

Exhibit Number		Exhibit Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
101.INS		XBRL Instance Document, filed herewith. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document, filed herewith
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document, filed herewith
101.LAB		XBRL Taxonomy Extension Label Linkbase Document, filed herewith
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith
104		Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

Item 6. Exhibits

Exhibit Number		Exhibit Description

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

SIGNATURES

101.INS		Inline XBRL Instance Document, filed herewith. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document, filed herewith

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith

101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase Document, filed herewith

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document, filed herewith

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith

104		Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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.22

Osprey Funds, LLC as Sponsor of Osprey Bitcoin Trust By: /s/ Gregory D. King Name: Gregory D. King Title: Chief Executive Officer* By: /s/ Robert J. Rokose Name: Robert J. Rokose Title: Chief Financial Officer*SIGNATURES

~~Date:~~Pursuant to ~~August~~the 1requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~2023~~the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.

*Osprey ~~The~~Funds, ~~Registrant~~LLC isas aSponsor ~~trust~~of ~~and~~Osprey ~~the~~Bitcoin ~~persons~~Trust ~~are~~By: ~~signing~~/s/ inGregory ~~their~~D. ~~capacities~~King asName: ~~officers~~Gregory orD. ~~directors~~King ofTitle: ~~Osprey~~Chief ~~Funds,~~Executive ~~LLC,~~Officer* ~~the~~By: ~~Sponsor~~/s/ ofRobert ~~the~~J. ~~Registrant~~Rokose Name: Robert J. Rokose Title: Chief Financial Officer*

22Date: November 3, 2023

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