OBTC Osprey Bitcoin Trust (QX)

 

 

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 September 30, 2023

 

or

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

 

For the transition period from ______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, 2^nd 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 October 30th, 2023: 8,340,536

 

 

 

OSPREY BITCOIN TRUST
TABLE OF CONTENTS

 

		Page
	Statement Regarding Forward-Looking Statements	3
	Industry and Market Data	3
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Statements of Assets and Liabilities at September 30, 2023 (unaudited) and December 31, 2022	4
	Schedules of Investment at September 30, 2023 (unaudited) and December 31, 2022	5
	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 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	20
Item 4.	Controls and Procedures	20
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23

 

 

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 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 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 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

 

(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

 

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

 

 

Osprey Bitcoin Trust

Schedules of Investment

 

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

 

										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	%

 

										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	%

 

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

 

 

Osprey Bitcoin Trust

Statements of Operations

 

(Amounts in U.S. dollars)

 

		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	)

 

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

 

 

Osprey Bitcoin Trust

Statements of Changes in Net Assets

 

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

 

		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

 

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

 

 

Osprey Bitcoin Trust

Notes to the Financial Statements (unaudited)

As of September 30, 2023

 

1. Organization

 

Osprey Bitcoin Trust (the “Trust”) is a Delaware Statutory Trust, formed on January 3, 2019, which commenced operations on January 22, 2019, and is governed by the Second Amended and Restated Declaration of Trust and Trust Agreement dated November 1, 2020, as amended by the Amendment to Trust Agreement dated April 15, 2022 (the “Trust Agreement”). In general, the Trust holds Bitcoin and, from time to time, issues common units of fractional undivided beneficial interest (“Units”) in exchange for Bitcoin. The investment objective of the Trust is for the Units to track the price of Bitcoin, less liabilities and expenses of the Trust. The Units are designed as a convenient and cost-effective method for investors to gain investment exposure to Bitcoin, similar to a direct investment in Bitcoin.

 

Osprey Funds, LLC (the “Sponsor”) acts as the sponsor of the Trust. 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, the Trust pays the Sponsor a Management Fee (as defined herein) as discussed in Notes 2 and 5.

 

Coinbase Custody Trust Company, 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.

 

The transfer agent for the Trust (the “Transfer Agent”) is Continental Stock Transfer & Trust Company. The Transfer Agent is responsible for the issuance and redemption of Units, the payment, if any, of distributions with respect to the Units, the recording of the issuance of the Units and the maintaining of certain records therewith.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The financial statements are expressed in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial 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 nine months ended September 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.

 

Reclassifications

 

Certain prior period 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.

 

Use of Estimates

 

GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The most significant estimate in the financial statements is the fair value of investments in Bitcoin. Actual results could differ from those estimates and these differences could be material.

 

8

 

Cash

 

Cash is received by the Trust from investors and converted into Bitcoin for investment. At times, bank deposits may be in excess of federally insured limits. In accordance with ASC 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows.

 

Subscriptions and Redemptions of Units

 

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.

 

The Trust conducts its transactions in Bitcoin, including receiving Bitcoin for the creation of Units and delivering Bitcoin for the redemption of Units (if a redemption program were to be established) and for the payment of the Management Fee.

 

During June 2020, the Trust began a continuous offering of up to $5,000,000 of Units with no par value, each Unit representing a fractional undivided beneficial interest in the Trust. 154,183 Units were sold to both accredited and non-accredited investors in an offering of up to $5,000,000 of Units, dated June 1, 2020, registered in Connecticut and qualified in New York, pursuant to Rule 504 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 504 Offering”). The Rule 504 Offering closed on August 12, 2020.

 

On November 12, 2020, the Trust began an offering of an unlimited number of Units pursuant to Rule 506(c) under the Securities Act (“November 2020 Offering”). 4,206,224 Units were sold in the November 2020 Offering.

 

On January 14, 2021, the Financial Industry Regulatory Authority (“FINRA”) determined that the Trust’s Units met the criteria for trading on the over-the-counter market (“OTC Market”). On February 16, 2021, the Trust’s Units began trading in the OTC Market, operated by OTC Markets Group, Inc., under the ticker symbol “OBTC.” On March 3, 2021, the Trust’s Units began trading in the OTCQX tier of the OTC Market, under the ticker symbol “OBTC.”

 

Effective November 1, 2021, the Trust suspended the November 2020 Offering under Rule 506(c) under the Securities Act.

 

As of September 30, 2023, there were 8,340,536 Units issued and outstanding. 107,478 of the Units are restricted securities that may not be resold absent registration or an exemption from registration under the Securities Act, and 8,233,058 of the Units are unrestricted securities.

 

The Trust is currently not redeeming 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.

 

Investment Transactions and Revenue Recognition

 

The Trust identifies Bitcoin as an “other investment” in accordance with ASC 946. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as the net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using a first in, first out method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Management Fee and other expenses in Bitcoin.

 

9

 

Management Fee

 

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

 

Trust Expenses

 

In accordance with the Trust Agreement, the Sponsor bears the routine operational, administrative and other ordinary administrative operating expenses of the Trust (the “Assumed Expenses”) other than audit fees, index license fees, aggregate legal fees in excess of $50,000 per annum and the fees of the Custodian ( “Excluded Expenses”) and certain extraordinary expenses of the Trust, including but not limited to taxes and governmental charges, expenses and costs, expenses and indemnities related to any extraordinary services performed by the Sponsor (or any other service provider, including the Trustee) on behalf of the Trust to protect the Trust or the interest of Unitholders, indemnification expenses, fees and expenses related to public trading on OTCQX (“Extraordinary Expenses”).

 

Fair Value Measurements

 

The Trust’s investment in Bitcoin is stated at fair value in accordance with ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. 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).

 

GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

 

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

 

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.

 

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

 

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

 

The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust.

 

Definition of Net Asset Value

 

The net asset value (“NAV”) of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s assets. The NAV is calculated on each business day and is equal to the aggregate value of the Trust’s assets less its liabilities (which include accrued but unpaid fees and expenses, both estimated and finally determined), based on the Bitcoin Market Price. In calculating the value of the Bitcoin held by the Trust on any business day, the Trust will use the market price as of 4:00 p.m. New York time. The Trust will also calculate the NAV per Unit of the Trust daily, which equals the NAV of the Trust divided by the number of outstanding Units (the “NAV per Unit”). The Trust considers 4:00 p.m. New York time as a cut off for the end of day reporting.

 

10

 

3. Fair Value of Bitcoin

 

The investment measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of September 30, 2023, and December 31, 2022:

 Schedule of Fair Value, Assets Measured on Recurring Basis

		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			$	-

 

		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 Trust determined the fair value per Bitcoin using the price provided at 4:00 p.m., New York time, by principal market.

 

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

 

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

 Schedule of Investment Holdings of Investments

		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

 

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.

 

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

 

11

 

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 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.

 

4. Income Taxes

 

The Trust is a grantor trust for U.S. federal income tax purposes. Accordingly, the Trust will not be subject to U.S. federal income tax. Rather, each beneficial owner of Units will be treated as directly owning its pro rata share of the Trust’s assets and a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial owner of Units.

 

In accordance with GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. As of 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.

 

However, the conclusions concerning the determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance and on-going analyses of and changes to tax laws, regulations and interpretations thereof.

 

The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of September 30, 2023, and December 31, 2022. The Trust’s 2020, 2021, and 2022 tax returns are subject to audit by federal, state and local tax authorities.

 

5. Related Parties

 

The Sponsor pays certain expenses on behalf of, and is reimbursed by, the Trust. For the three months ended September 30, 2023 and 2022 the Trust reimbursed the Sponsor the expenses in the amount of $76,170 and $153,497, respectively. For the nine months ended September 30, 2023 and 2022 the Trust reimbursed the Sponsor the expenses in the amount of $662,025 and $364,852, respectively.

 

For 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. For 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 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 September 30, 2023, all Management Fees have been paid in Bitcoin to the Sponsor.

 

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. The aggregate number of Units owned by related parties is 2,938,490, valued at $26,153,398, and 6,169, valued at $34,034 on September 30, 2023, and December 31, 2022, respectively.

 

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.

 

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.

 

To the extent private keys for Bitcoin addresses are lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin held in the associated addresses and the private keys will not be capable of being restored. The processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of Bitcoin.

 

The Custodian

 

The digital assets owned by the Trust are held by the Custodian and secured in a segregated custody account. All digital asset private keys are stored in offline storage, or “cold” storage. “Cold” storage is a safeguarding method by which the private keys corresponding to digital assets are disconnected and/or deleted entirely from the internet. As a result of digital assets being stored in “cold” storage, any withdrawal and subsequent transaction request to the Custodian by the Trust requires up to twenty-four (24) hour prior notice to process. Such time delay between the withdrawal request and processing of the withdrawal may negatively impact the price of the digital asset upon sale. The Custodian provides the Trust with monthly account statements. The Custodian is independent from the Sponsor.

 

7. Indemnifications

 

In the normal course of business, the Trust enters into contracts with service providers that contain a variety of representations and warranties and which provide general indemnifications. It is not possible to determine the maximum potential exposure or amount under these agreements due to the Trust having no prior claims. Based on experience, the Trust would expect the risk of loss to be remote.

 

13

 

8. Financial Highlights

Schedule of Investment Company Financial Highlights 

		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)
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			(1.14	)			0.21				3.47				(8.92	)
Net investment loss			(0.03	)			(0.03	)			(0.09	)			(0.09	)
Net increase (decrease) in net assets resulting from operations			(1.17	)			0.18				3.38				(9.01	)
Net asset value per unit at end of period		$	8.90			$	6.54			$	8.90			$	6.54
Total return			(11.62	)%			2.83	%			61.23	%			(57.94	)%
Ratios to average net asset value
Expenses			1.30	%			1.38	%			1.32	%			1.14	%
Net investment loss			(1.30	)%			(1.38	)%			(1.32	)%			(1.14	)%

 

An 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.

 

9. Subsequent Events

 

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

 

 

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

 

The 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.

 

Trust Overview

 

The Trust is a passive investment vehicle, and its assets will not be actively managed. As a result, it will not engage in any activities designed to obtain a profit from, or to ameliorate losses caused by, changes in the market prices of Bitcoins. The investment objective of the Trust is for the Units to reflect the performance of Bitcoin as measured by reference to Coin Metrics CMBI Bitcoin Index (the “Index”), less the aggregate Trust expenses and other liabilities. To date, the Trust has not met its investment 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 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.

 

At this time, the Trust is not operating a redemption program for Units and therefore 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.

 

Critical Accounting Estimates

 

Investment Transactions and Revenue Recognition

 

The Trust considers 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.

 

Principal Market and Fair Value Determination

 

To determine which Bitcoin market will serve as the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s NAV, the Trust follows FASB ASC 820-10, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for Bitcoin in a current sale, which assumes an orderly transaction between market participants on 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. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

 

 

The Trust purchases Bitcoin directly from various counterparties, such as Galaxy Digital, Jane Street, and Cumberland DRW LLC, and does not itself transact in any Bitcoin markets. The purchase price of Bitcoin from our counterparties may vary significantly. The Trust looks to these counterparties when assessing entity-specific and market-based volume and the level of activity in the Bitcoin markets. Prior to November 3, 2023, the Trust determined the value of Bitcoin at any given time by reference to the market price of Bitcoin traded on Coinbase Pro, the Trust’s principal market, as determined at 4:00 p.m., New York time on each business day (the “Bitcoin Market Price”). The Trust evaluates its principal market selection (or in the absence of a principal market the most advantageous market) at least annually and conducts a quarterly analysis 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 have developed that the Trust has access to, or (iii) if recent changes to a Bitcoin market’s price stability have occurred that would materially impact the selection of the principal market and 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 annual financial audit. Each annual evaluation will take into account the findings from the Trust’s quarterly reviews.

 

Effective November 3, 2023, the value of Bitcoin held by the Trust is determined based on the estimated fair market value price for Bitcoin, reflecting the execution price of Bitcoin on its principal market as determined by Lukka Inc., an independent third-party digital asset data company (“Lukka”). Lukka’s pricing methodology is designed in accordance with ASC 820-10, and its proprietary software dynamically designates principal market and derives fair value prices for financial reporting using this designation.

 

Lukka 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.

 

The cost basis of a Trust investment in Bitcoin 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.

 

Investment Company 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 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.

 

Review of Financial Results (unaudited)

 

Financial Highlights for the Three and Nine Months Ended September 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

 

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 September 30, 2022 was $1,673,140 which includes a realized gain of $195,373 on the transfer of Bitcoins to pay the Management Fee and other expenses and net change in unrealized appreciation on investment in Bitcoin of $1,477,767. Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $18,895.01 per Bitcoin as of June 30, 2022, to $19,480.51 per Bitcoin as of September 30, 2022. Net increase in net assets resulting from operations was $1,474,257 for the three months ended September 30, 2022, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Management Fee of $73,637 and other expenses of $125,246. Net assets increased to $54,525,149 at September 30, 2022, a 3% 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 $198,883 for the period.

 

Net realized and unrealized gain on investment in Bitcoin for the nine months ended September 30, 2023, was $28,934,417 which includes a realized gain of $796,766 on the transfer of Bitcoins to pay the Management Fee and other expenses and net change in unrealized appreciation on investment in Bitcoin of $28,137,651. 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 $26,922.47 per Bitcoin as of September 30, 2023. Net increase in net assets resulting from operations was $28,218,365, 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.

 

Net 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.

 

Cash Resources and Liquidity

 

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.

 

In exchange 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.

 

 

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

 

		As of September 30,
		2023				2022
NAV per Unit		$	8.90			$	6.54
Bitcoin Market Price		$	26,922.47			$	19,480.51
Bitcoin Holdings per Unit			0.00033				0.00034

 

Historical Digital Asset Holdings and Bitcoin Prices

 

As 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.

 

 

The following chart illustrates the movements in the NAV and the Bitcoin Market Price (referred to in the chart as “Market Price”) from the beginning of the Trust’s operations on January 3, 2019, to September 30, 2023.

 

 

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 September 30, 2023, the Bitcoin Market Price has ranged from $3,358.67 to $67,371.70, with the straight average being $24,002.79. 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

 

Secondary Market Trading

 

The Trust’s Units 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 historical premium of the closing price of the Units quoted on OTCQX and OTC Markets as compared with the NAV per Unit has varied, from a high of 240% on February 16, 2021, (closing price $56.39 per Unit on OTCQX (and OTC Markets) and NAV per Unit $16.58) to a low (i.e., discount) of 46% on November 18, 2022, (closing price $3 per Unit on OTCQX (and OTC Markets) and NAV per Unit $5.56).The historical premiums and discounts at times reflect a material deviation from the Bitcoin Market Price.

 

 

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 September 30, 2023. As of September 30, 2023, the Trust’s Bitcoin Holdings per Unit 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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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 and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including 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.

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, the 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 September 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.

 

Changes in Internal Control over Financial Reporting

 

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

 

 

PART II – OTHER INFORMATION

 

Item 1. 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.

 

Risks related to NAV

 

Beginning on November 3, 2023, the Trust’s NAV is based upon the fair market value for Bitcoin determined by Lukka. The price of Bitcoin in U.S. Dollars 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 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 Sources used by Lukka are digital asset spot markets that facilitate the buying and selling of Bitcoin and other digital assets. Although many Pricing Sources refer to themselves as “exchanges,” they are not registered with, or supervised by, the SEC or CFTC and do not meet the regulatory standards of a national securities exchange or designated contract market. For these reasons, among others, purchases and sales of Bitcoin may be subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets and government regulation and intervention. These circumstances could affect the price of Bitcoin used by Lukka.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Rule 10b5-1 Trading Plans

 

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 arrangement during the Trust’s fiscal quarter ended September 30, 2023.

 

 

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.

 

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.

 

 

SIGNATURES

 

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

 

	Osprey Funds, LLC as Sponsor of Osprey Bitcoin Trust
	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*

 

Date: November 3, 2023

 

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

 

 

Exhibit 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, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Gregory D. King, certify that:

 

1.	I have reviewed this quarterly report of Osprey Bitcoin Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors of the registrant:

 

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves persons who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 3, 2023

 

/s/ Gregory D. King
Gregory D. King * Chief Executive Officer

 

*	The Registrant is a trust and Mr. King is signing in his capacity as Chief Executive Officer of Osprey Funds, LLC, the Sponsor of the Registrant.

 

 

Exhibit 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, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Robert J. Rokose, certify that:

 

1.	I have reviewed this quarterly report of Osprey Bitcoin Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors of the registrant:

 

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves persons who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 3, 2023

 

/s/ Robert J. Rokose
Robert J. Rokose* Chief Financial Officer

 

*	The Registrant is a trust and Mr. Rokose is signing in his capacity as Chief Financial Officer of Osprey Funds, LLC, the Sponsor of the Registrant.

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Osprey Bitcoin Trust on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory D. King, Chief Executive Officer of Osprey Funds, LLC, the Sponsor of the Trust, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Trust.

 

/s/ Gregory D. King
Gregory D. King *
Chief Executive Officer
November 3, 2023

 

*	The Registrant is a trust and Mr. King is signing in his capacity as Chief Executive Officer of Osprey Funds, LLC, the Sponsor of the Trust.

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Osprey Bitcoin Trust on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Rokose, Chief Financial Officer of Osprey Funds, LLC, the Sponsor of the Trust, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Trust.

 

/s/ Robert J. Rokose
Robert J. Rokose*
Chief Financial Officer
November 3, 2023

 

*	The Registrant is a trust and Mr. Rokose is signing in his capacity as Chief Financial Officer of Osprey Funds, LLC, the Sponsor of the Trust.

 

 

v3.23.3

Cover - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Oct. 30, 2023
Cover [Abstract]
Document Type		10-Q
Amendment Flag		false
Document Quarterly Report		true
Document Transition Report		false
Document Period End Date		Sep. 30, 2023
Document Fiscal Period Focus		Q3
Document Fiscal Year Focus		2023
Current Fiscal Year End Date		--12-31
Entity File Number		000-56307
Entity Registrant Name		Osprey Bitcoin Trust
Entity Central Index Key		0001767057
Entity Tax Identification Number		37-6695894
Entity Incorporation, State or Country Code		DE
Entity Address, Address Line One		1241 Post Road
Entity Address, Address Line Two		2nd Floor
Entity Address, City or Town		Fairfield
Entity Address, State or Province		CT
Entity Address, Postal Zip Code		06824
City Area Code		(914)
Local Phone Number		214-4697
Title of 12(g) Security		Osprey Bitcoin Trust Units
Entity Current Reporting Status		Yes
Entity Interactive Data Current		Yes
Entity Filer Category		Non-accelerated Filer
Entity Small Business		true
Entity Emerging Growth Company		true
Elected Not To Use the Extended Transition Period		false
Entity Shell Company		false
Entity Common Stock, Shares Outstanding			8,340,536
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

v3.23.3

Statements of Assets and Liabilities - USD ($)	Sep. 30, 2023	Dec. 31, 2022
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)
Units issued, no par value (unlimited Units authorized)	8,340,536	8,340,536
Units outstanding, no par value (unlimited Units authorized)	8,340,536	8,340,536
Net asset value per Unit	$ 8.90	$ 5.52

v3.23.3

Statements of Assets and Liabilities (Parenthetical) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Investments [Abstract]
Investment in Bitcoin, cost	$ 75,693,820	$ 75,816,514
Units, par value	$ 0	$ 0
Units authorized	Unlimited	Unlimited

v3.23.3

Schedules of Investment	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Schedules Of Investment
Investment in Bitcoin, at fair value, Fair Value	2,758.65	2,792.88
Investment in Bitcoin, at fair value, Units (in Dollars)	$ 74,269,591	$ 46,253,445
Investment in Bitcoin, at fair value, Percentage of Net Assets	100.00%	101.00%
Liabilities, less cash and other assets (in Dollars)	$ (36,446)	$ (238,665)
Liabilities, less cash and other assets		(1.00%)
Net assets (in Dollars)	$ 74,233,145	$ 46,014,780
Net assets		100.00%

v3.23.3

Schedules of Investment (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Investments [Abstract]
Investment in Bitcoin, cost	$ 75,693,820	$ 75,816,514

v3.23.3

Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
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)

v3.23.3

Statements of Changes in Net Assets - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
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 at the beginning of the period	8,340,536	8,340,536	8,340,536	8,340,536
Units outstanding at the beginning 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
Units outstanding at the end of the period	8,340,536	8,340,536	8,340,536	8,340,536

v3.23.3

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (9,748,119)	$ 1,474,257	$ 28,218,365	$ (75,148,019)

v3.23.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.23.3

Organization	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	1. Organization   Osprey Bitcoin Trust (the “Trust”) is a Delaware Statutory Trust, formed on January 3, 2019, which commenced operations on January 22, 2019, and is governed by the Second Amended and Restated Declaration of Trust and Trust Agreement dated November 1, 2020, as amended by the Amendment to Trust Agreement dated April 15, 2022 (the “Trust Agreement”). In general, the Trust holds Bitcoin and, from time to time, issues common units of fractional undivided beneficial interest (“Units”) in exchange for Bitcoin. The investment objective of the Trust is for the Units to track the price of Bitcoin, less liabilities and expenses of the Trust. The Units are designed as a convenient and cost-effective method for investors to gain investment exposure to Bitcoin, similar to a direct investment in Bitcoin.   Osprey Funds, LLC (the “Sponsor”) acts as the sponsor of the Trust. 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, the Trust pays the Sponsor a Management Fee (as defined herein) as discussed in Notes 2 and 5.   Coinbase Custody Trust Company, 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.   The transfer agent for the Trust (the “Transfer Agent”) is Continental Stock Transfer & Trust Company. The Transfer Agent is responsible for the issuance and redemption of Units, the payment, if any, of distributions with respect to the Units, the recording of the issuance of the Units and the maintaining of certain records therewith.

v3.23.3

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies   Basis of Presentation   The financial statements are expressed in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial 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 nine months ended September 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.   Reclassifications   Certain prior period 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.   Use of Estimates   GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The most significant estimate in the financial statements is the fair value of investments in Bitcoin. Actual results could differ from those estimates and these differences could be material.     Cash   Cash is received by the Trust from investors and converted into Bitcoin for investment. At times, bank deposits may be in excess of federally insured limits. In accordance with ASC 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows.   Subscriptions and Redemptions of Units   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.   The Trust conducts its transactions in Bitcoin, including receiving Bitcoin for the creation of Units and delivering Bitcoin for the redemption of Units (if a redemption program were to be established) and for the payment of the Management Fee.   During June 2020, the Trust began a continuous offering of up to $5,000,000 of Units with no par value, each Unit representing a fractional undivided beneficial interest in the Trust. 154,183 Units were sold to both accredited and non-accredited investors in an offering of up to $5,000,000 of Units, dated June 1, 2020, registered in Connecticut and qualified in New York, pursuant to Rule 504 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 504 Offering”). The Rule 504 Offering closed on August 12, 2020.   On November 12, 2020, the Trust began an offering of an unlimited number of Units pursuant to Rule 506(c) under the Securities Act (“November 2020 Offering”). 4,206,224 Units were sold in the November 2020 Offering.   On January 14, 2021, the Financial Industry Regulatory Authority (“FINRA”) determined that the Trust’s Units met the criteria for trading on the over-the-counter market (“OTC Market”). On February 16, 2021, the Trust’s Units began trading in the OTC Market, operated by OTC Markets Group, Inc., under the ticker symbol “OBTC.” On March 3, 2021, the Trust’s Units began trading in the OTCQX tier of the OTC Market, under the ticker symbol “OBTC.”   Effective November 1, 2021, the Trust suspended the November 2020 Offering under Rule 506(c) under the Securities Act.   As of September 30, 2023, there were 8,340,536 Units issued and outstanding. 107,478 of the Units are restricted securities that may not be resold absent registration or an exemption from registration under the Securities Act, and 8,233,058 of the Units are unrestricted securities.   The Trust is currently not redeeming 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.   Investment Transactions and Revenue Recognition   The Trust identifies Bitcoin as an “other investment” in accordance with ASC 946. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as the net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using a first in, first out method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Management Fee and other expenses in Bitcoin.     Management Fee   The Trust is expected to pay the remuneration due to the Sponsor (the “Management Fee” or “Sponsor Fee”). The Management Fee is charged by 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.   Trust Expenses   In accordance with the Trust Agreement, the Sponsor bears the routine operational, administrative and other ordinary administrative operating expenses of the Trust (the “Assumed Expenses”) other than audit fees, index license fees, aggregate legal fees in excess of $50,000 per annum and the fees of the Custodian ( “Excluded Expenses”) and certain extraordinary expenses of the Trust, including but not limited to taxes and governmental charges, expenses and costs, expenses and indemnities related to any extraordinary services performed by the Sponsor (or any other service provider, including the Trustee) on behalf of the Trust to protect the Trust or the interest of Unitholders, indemnification expenses, fees and expenses related to public trading on OTCQX (“Extraordinary Expenses”).   Fair Value Measurements   The Trust’s investment in Bitcoin is stated at fair value in accordance with ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. 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).   GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.   The fair value hierarchy is categorized into three levels based on the inputs as follows:   Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.   Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly.   Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.   The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust.   Definition of Net Asset Value   The net asset value (“NAV”) of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s assets. The NAV is calculated on each business day and is equal to the aggregate value of the Trust’s assets less its liabilities (which include accrued but unpaid fees and expenses, both estimated and finally determined), based on the Bitcoin Market Price. In calculating the value of the Bitcoin held by the Trust on any business day, the Trust will use the market price as of 4:00 p.m. New York time. The Trust will also calculate the NAV per Unit of the Trust daily, which equals the NAV of the Trust divided by the number of outstanding Units (the “NAV per Unit”). The Trust considers 4:00 p.m. New York time as a cut off for the end of day reporting.

v3.23.3

Fair Value of Bitcoin	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value of Bitcoin	3. Fair Value of Bitcoin   The investment measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of September 30, 2023, and December 31, 2022:  Schedule of Fair Value, Assets Measured on Recurring Basis     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     $    -         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 Trust determined the fair value per Bitcoin using the price provided at 4:00 p.m., New York time, by principal market.   The Management Fee payable accrued in Bitcoin is converted into United States dollar amount at the period-end Bitcoin Market Price. The fluctuations arising from the effect of changes in liability denominated in Bitcoin are included with the net realized or unrealized appreciation or depreciation on investment in Bitcoin in the statements of operations.   The following represents the changes in quantity and the respective fair value of Bitcoin for the nine months ended September 30, 2023:   Schedule of Investment Holdings of Investments     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     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.   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       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 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.

v3.23.3

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	4. Income Taxes   The Trust is a grantor trust for U.S. federal income tax purposes. Accordingly, the Trust will not be subject to U.S. federal income tax. Rather, each beneficial owner of Units will be treated as directly owning its pro rata share of the Trust’s assets and a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial owner of Units.   In accordance with GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. As of 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.   However, the conclusions concerning the determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance and on-going analyses of and changes to tax laws, regulations and interpretations thereof.   The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of September 30, 2023, and December 31, 2022. The Trust’s 2020, 2021, and 2022 tax returns are subject to audit by federal, state and local tax authorities.

v3.23.3

Related Parties	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Parties	5. Related Parties   The Sponsor pays certain expenses on behalf of, and is reimbursed by, the Trust. For the three months ended September 30, 2023 and 2022 the Trust reimbursed the Sponsor the expenses in the amount of $76,170 and $153,497, respectively. For the nine months ended September 30, 2023 and 2022 the Trust reimbursed the Sponsor the expenses in the amount of $662,025 and $364,852, respectively.   For 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. For 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 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 September 30, 2023, all Management Fees have been paid in Bitcoin to the Sponsor.   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. The aggregate number of Units owned by related parties is 2,938,490, valued at $26,153,398, and 6,169, valued at $34,034 on September 30, 2023, and December 31, 2022, respectively.

v3.23.3

Risks and Uncertainties	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [Abstract]
Risks and Uncertainties	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.   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.   To the extent private keys for Bitcoin addresses are lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin held in the associated addresses and the private keys will not be capable of being restored. The processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of Bitcoin.   The Custodian   The digital assets owned by the Trust are held by the Custodian and secured in a segregated custody account. All digital asset private keys are stored in offline storage, or “cold” storage. “Cold” storage is a safeguarding method by which the private keys corresponding to digital assets are disconnected and/or deleted entirely from the internet. As a result of digital assets being stored in “cold” storage, any withdrawal and subsequent transaction request to the Custodian by the Trust requires up to twenty-four (24) hour prior notice to process. Such time delay between the withdrawal request and processing of the withdrawal may negatively impact the price of the digital asset upon sale. The Custodian provides the Trust with monthly account statements. The Custodian is independent from the Sponsor.

v3.23.3

Indemnifications	9 Months Ended
	Sep. 30, 2023
Indemnifications
Indemnifications	7. Indemnifications   In the normal course of business, the Trust enters into contracts with service providers that contain a variety of representations and warranties and which provide general indemnifications. It is not possible to determine the maximum potential exposure or amount under these agreements due to the Trust having no prior claims. Based on experience, the Trust would expect the risk of loss to be remote.

v3.23.3

Financial Highlights	9 Months Ended
	Sep. 30, 2023
Investment Company [Abstract]
Financial Highlights	8. Financial Highlights Schedule of Investment Company Financial Highlights      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)                                                                   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       (1.14 )       0.21          3.47          (8.92 ) Net investment loss     (0.03 )     (0.03 )     (0.09 )     (0.09 ) Net increase (decrease) in net assets resulting from operations       (1.17 )       0.18          3.38          (9.01 )                                   Net asset value per unit at end of period   $ 8.90     $ 6.54     $ 8.90     $ 6.54                                     Total return     (11.62 )%     2.83 %     61.23 %     (57.94 )%                                   Ratios to average net asset value                                 Expenses     1.30 %     1.38 %     1.32 %     1.14 %                                   Net investment loss     (1.30 )%     (1.38 )%     (1.32 )%     (1.14 )%   An 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.

v3.23.3

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	9. Subsequent Events   There are no events that have occurred that require disclosure other than that which has already been disclosed in these notes to the financial statements.

v3.23.3

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The financial statements are expressed in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial 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 nine months ended September 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.
Reclassifications	Reclassifications   Certain prior period 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.
Use of Estimates	Use of Estimates   GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The most significant estimate in the financial statements is the fair value of investments in Bitcoin. Actual results could differ from those estimates and these differences could be material.
Cash	Cash   Cash is received by the Trust from investors and converted into Bitcoin for investment. At times, bank deposits may be in excess of federally insured limits. In accordance with ASC 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows.
Subscriptions and Redemptions of Units	Subscriptions and Redemptions of Units   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.   The Trust conducts its transactions in Bitcoin, including receiving Bitcoin for the creation of Units and delivering Bitcoin for the redemption of Units (if a redemption program were to be established) and for the payment of the Management Fee.   During June 2020, the Trust began a continuous offering of up to $5,000,000 of Units with no par value, each Unit representing a fractional undivided beneficial interest in the Trust. 154,183 Units were sold to both accredited and non-accredited investors in an offering of up to $5,000,000 of Units, dated June 1, 2020, registered in Connecticut and qualified in New York, pursuant to Rule 504 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 504 Offering”). The Rule 504 Offering closed on August 12, 2020.   On November 12, 2020, the Trust began an offering of an unlimited number of Units pursuant to Rule 506(c) under the Securities Act (“November 2020 Offering”). 4,206,224 Units were sold in the November 2020 Offering.   On January 14, 2021, the Financial Industry Regulatory Authority (“FINRA”) determined that the Trust’s Units met the criteria for trading on the over-the-counter market (“OTC Market”). On February 16, 2021, the Trust’s Units began trading in the OTC Market, operated by OTC Markets Group, Inc., under the ticker symbol “OBTC.” On March 3, 2021, the Trust’s Units began trading in the OTCQX tier of the OTC Market, under the ticker symbol “OBTC.”   Effective November 1, 2021, the Trust suspended the November 2020 Offering under Rule 506(c) under the Securities Act.   As of September 30, 2023, there were 8,340,536 Units issued and outstanding. 107,478 of the Units are restricted securities that may not be resold absent registration or an exemption from registration under the Securities Act, and 8,233,058 of the Units are unrestricted securities.   The Trust is currently not redeeming 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.
Investment Transactions and Revenue Recognition	Investment Transactions and Revenue Recognition   The Trust identifies Bitcoin as an “other investment” in accordance with ASC 946. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as the net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using a first in, first out method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Management Fee and other expenses in Bitcoin.
Management Fee	Management Fee   The Trust is expected to pay the remuneration due to the Sponsor (the “Management Fee” or “Sponsor Fee”). The Management Fee is charged by 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.
Trust Expenses	Trust Expenses   In accordance with the Trust Agreement, the Sponsor bears the routine operational, administrative and other ordinary administrative operating expenses of the Trust (the “Assumed Expenses”) other than audit fees, index license fees, aggregate legal fees in excess of $50,000 per annum and the fees of the Custodian ( “Excluded Expenses”) and certain extraordinary expenses of the Trust, including but not limited to taxes and governmental charges, expenses and costs, expenses and indemnities related to any extraordinary services performed by the Sponsor (or any other service provider, including the Trustee) on behalf of the Trust to protect the Trust or the interest of Unitholders, indemnification expenses, fees and expenses related to public trading on OTCQX (“Extraordinary Expenses”).
Fair Value Measurements	Fair Value Measurements   The Trust’s investment in Bitcoin is stated at fair value in accordance with ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. 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).   GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.   The fair value hierarchy is categorized into three levels based on the inputs as follows:   Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.   Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly.   Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.   The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust.
Definition of Net Asset Value	Definition of Net Asset Value   The net asset value (“NAV”) of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s assets. The NAV is calculated on each business day and is equal to the aggregate value of the Trust’s assets less its liabilities (which include accrued but unpaid fees and expenses, both estimated and finally determined), based on the Bitcoin Market Price. In calculating the value of the Bitcoin held by the Trust on any business day, the Trust will use the market price as of 4:00 p.m. New York time. The Trust will also calculate the NAV per Unit of the Trust daily, which equals the NAV of the Trust divided by the number of outstanding Units (the “NAV per Unit”). The Trust considers 4:00 p.m. New York time as a cut off for the end of day reporting.

v3.23.3

Fair Value of Bitcoin (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets Measured on Recurring Basis	The investment measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of September 30, 2023, and December 31, 2022:  Schedule of Fair Value, Assets Measured on Recurring Basis     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     $    -         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     $     -
Schedule of Investment Holdings of Investments	The following represents the changes in quantity and the respective fair value of Bitcoin for the nine months ended September 30, 2023:   Schedule of Investment Holdings of Investments     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, 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

v3.23.3

Financial Highlights (Tables)	9 Months Ended
	Sep. 30, 2023
Investment Company [Abstract]
Schedule of Investment Company Financial Highlights	Schedule of Investment Company Financial Highlights      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)                                                                   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       (1.14 )       0.21          3.47          (8.92 ) Net investment loss     (0.03 )     (0.03 )     (0.09 )     (0.09 ) Net increase (decrease) in net assets resulting from operations       (1.17 )       0.18          3.38          (9.01 )                                   Net asset value per unit at end of period   $ 8.90     $ 6.54     $ 8.90     $ 6.54                                     Total return     (11.62 )%     2.83 %     61.23 %     (57.94 )%                                   Ratios to average net asset value                                 Expenses     1.30 %     1.38 %     1.32 %     1.14 %                                   Net investment loss     (1.30 )%     (1.38 )%     (1.32 )%     (1.14 )%

v3.23.3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended
	Nov. 30, 2020	Jun. 30, 2020	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units sold in offering		$ 5,000,000
Number of units sold in offering	4,206,224	154,183
Units issued			8,340,536	8,340,536	8,340,536	8,340,536	8,340,536	8,340,536
Units oustanding			8,340,536	8,340,536	8,340,536	8,340,536	8,340,536	8,340,536
Assumed expenses			$ 50,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units oustanding			107,478
Unrestricted Stock Units RSU [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units oustanding			8,233,058

v3.23.3

Schedule of Fair Value, Assets Measured on Recurring Basis (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in bitcoin, number of bitcoin	2,758.65	2,792.88
Investment in bitcoin, per bitcoin fair value	$ 26,922.47	$ 16,561.21
Investment in bitcoin, at fair value, units	74,269,591	46,253,445	$ 129,756,984
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in bitcoin, at fair value, units
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in bitcoin, at fair value, units	74,269,591	46,253,445
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in bitcoin, at fair value, units

v3.23.3

Schedule of Investment Holdings of Investments (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Schedule of Investments [Line Items]
Beginning balance			2,792.88	2,828.93	2,828.93
Beginning balance			$ 46,253,445	$ 129,756,984	$ 129,756,984
Bitcoin distributed for management fee, related party			(10.20)		(13.78)
Bitcoin distributed for management fee, related party			$ (263,588)		$ (407,612)
Bitcoin distributed for other fees			(24.03)		(22.27)
Bitcoin distributed for other fees			$ (662,025)		$ (531,601)
Realized investment gain (loss)	$ 152,120	$ 195,373	796,766	$ 648,250	834,003
Investment owned, unrecognized unrealized appreciation	$ 28,138,840		$ 28,138,840		$ (83,374,314)
Ending balance	2,758.65		2,758.65		2,792.88
Ending balance	$ 74,269,591		$ 74,269,591		$ 46,253,445
On Investment in Bitcoin [Member]
Schedule of Investments [Line Items]
Realized investment gain (loss)			$ 802,919		$ 809,988

v3.23.3

Fair Value of Bitcoin (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Schedule of Investments [Line Items]
Realized investment gains (loss)	$ 152,120	$ 195,373	$ 796,766	$ 648,250	$ 834,003
Unrealized gain (loss) on investments	(9,648,197)	$ 1,477,767	28,137,651	$ (75,016,296)	83,373,064
Investment owned, unrecognized unrealized appreciation (depreciation), net	28,138,840		$ 28,138,840		$ 83,374,314
Beginning balance			2,792.88	2,828.93	2,828.93
Beginning balance			$ 46,253,445	$ 129,756,984	$ 129,756,984
Bitcoin distributed for management fee, related party			(10.20)		(13.78)
Bitcoin distributed for management fee, related party			$ (263,588)		$ (407,612)
Bitcoin distributed for other fees			(24.03)		(22.27)
Bitcoin distributed for other fees			$ (662,025)		$ (531,601)
Investment owned, unrecognized unrealized appreciation	$ 28,138,840		$ 28,138,840		$ (83,374,314)
Ending balance	2,758.65		2,758.65		2,792.88
Ending balance	$ 74,269,591		$ 74,269,591		$ 46,253,445
Resulting from the Change in Liabilities Denominated In Bitcoin [Member]
Schedule of Investments [Line Items]
Realized investment gains (loss)			6,153		24,015
Investment owned, unrecognized unrealized appreciation (depreciation), net	$ 1,189		1,189		1,250
On Investment in Bitcoin [Member]
Schedule of Investments [Line Items]
Realized investment gains (loss)			$ 802,919		$ 809,988

v3.23.3

Related Parties (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Management fees	$ 95,755	$ 73,637	$ 266,946	$ 326,553
Management fee payable	29,913		29,913		$ 19,213
Sponsor [Member]
Related Party Transaction [Line Items]
Expense reimbursement	76,170	153,497	662,025	364,852
Management fees	95,755	$ 73,637	266,946	$ 326,553
Management fee payable	$ 29,913		$ 29,913		$ 19,213
Related party transaction, description of transaction			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. The aggregate number of Units owned by related parties is 2,938,490, valued at $26,153,398, and 6,169, valued at $34,034 on September 30, 2023, and December 31, 2022, respectively.

v3.23.3

Schedule of Investment Company Financial Highlights (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Investment Company [Abstract]
Net asset value per unit at beginning of period	$ 10.07	$ 6.36	$ 5.52	$ 15.55
Net realized gain (loss) and change in unrealized appreciation (depreciation) on investment	(1.14)	0.21	3.47	(8.92)
Net investment loss	(0.03)	(0.03)	(0.09)	(0.09)
Net increase (decrease) in net assets resulting from operations	(1.17)	0.18	3.38	(9.01)
Net asset value per unit at ending of period	$ 8.90	$ 6.54	$ 8.90	$ 6.54
Total return	(11.62%)	2.83%	61.23%	(57.94%)
Ratios to average net asset value, expenses	130.00%	138.00%	132.00%	114.00%
Ratios to average net asset value, net investment loss	(1.30%)	(1.38%)	(1.32%)	(1.14%)

---