UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended
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
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
CoinShares Bitcoin ETF |
The |
Securities registered pursuant to Section 12(g) of the Act: None
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.
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 (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☐ | ||
| ☒ | 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 in
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 ☐
As of April 30, 2026, the Registrant had Shares outstanding.
COINSHARES BITCOIN ETF
INDEX
COINSHARES BITCOIN ETF
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Statements of Financial Condition
At March 31, 2026 (unaudited) and December 31, 2025
| March 31, 2026 (unaudited) | December 31, 2025 | |||||||
| Assets | ||||||||
| Investments in bitcoin, at fair value (cost $ | $ | $ | ||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Sponsor fees payable | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
| Net assets | $ | $ | ||||||
| Shares issued and outstanding, | ||||||||
| Net asset value per Share | $ | $ | ||||||
The accompanying notes are an integral part of the financial statements.
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COINSHARES BITCOIN ETF
Schedules of Investment
At March 31, 2026 (unaudited) and December 31, 2025
| March 31, 2026 (Unaudited) | Bitcoin | Cost | Fair Value | % of Net Assets | ||||||||||||
| Investment in bitcoin | $ | $ | % | |||||||||||||
| Total investment | $ | $ | % | |||||||||||||
| Other assets and liabilities, net | ( | ) | ( | )%(a) | ||||||||||||
| Net Assets | $ | % | ||||||||||||||
| December 31, 2025 | Bitcoin | Cost | Fair Value | % of Net Assets | ||||||||||||
| Investment in bitcoin | $ | $ | % | |||||||||||||
| Total investment | $ | $ | % | |||||||||||||
| Other assets and liabilities, net | ( | ) | ( | )%(a) | ||||||||||||
| Net Assets | $ | % | ||||||||||||||
| (a) |
The accompanying notes are an integral part of the financial statements.
2
COINSHARES BITCOIN ETF
Unaudited Statements of Operations
For the three months ended March 31, 2026 and March 31, 2025
| Three Months Ended March 31, 2026 (Unaudited) | Three Months Ended March 31, 2025 (Unaudited) | |||||||
| Expenses | ||||||||
| Sponsor fee (Note 4) | $ | $ | ||||||
| Total expenses | ||||||||
| Net investment income (loss) | ( | ) | ( | ) | ||||
| Net realized and change in unrealized gain (loss) | ||||||||
| Net realized gain (loss) from: | ||||||||
| Bitcoin transferred to pay Sponsor fee | ||||||||
| Bitcoin sold for the redemption of Shares | ||||||||
| Net realized gain (loss) | ||||||||
| Net change in unrealized gain (loss) on investment | ( | ) | ( | ) | ||||
| Net realized and change in unrealized gain (loss) | ( | ) | ( | ) | ||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding | ||||||||
The accompanying notes are an integral part of the financial statements.
3
COINSHARES BITCOIN ETF
Unaudited Statements of Changes in Net Assets
For the three months ended March 31, 2026 and March 31, 2025
| Three Months Ended March 31, 2026 (Unaudited) | Three Months Ended March 31, 2025 (Unaudited) | |||||||
| Net Assets – Opening Balance | $ | $ | ||||||
| Creations | ||||||||
| Redemptions | ( | ) | ( | ) | ||||
| Net investment income (loss) | ( | ) | ( | ) | ||||
| Net realized gain (loss) | ||||||||
| Net change in unrealized gain (loss) on investment | ( | ) | ( | ) | ||||
| Net Assets – Closing Balance | $ | $ | ||||||
The accompanying notes are an integral part of the financial statements.
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COINSHARES BITCOIN ETF
Notes to the Financial Statements (Unaudited)
1. Organization
CoinShares Bitcoin ETF (the “Trust”) was organized as a Delaware statutory trust on January 20, 2021. The fiscal year for the Trust is December 31st. CSC Delaware Trust Company is the trustee of the Trust (the “Trustee”). CoinShares Co., a Delaware corporation, is the sponsor of the Trust (the “Sponsor”). The Sponsor is responsible for the day-to-day administration of the Trust. The Trust is governed by the provisions of the First Amended and Restated Trust Agreement, as amended (the “Trust Agreement”), executed by the Sponsor and the Trustee. The Trust is an exchange traded fund that issues common shares of beneficial interest (“Shares”) representing units of fractional undivided beneficial interests in its net assets. There are an unlimited number of authorized shares.
The investment objective of the Trust is for the Shares to reflect the performance of the value of a bitcoin as represented by the CME CF Bitcoin Reference Rate - New York Variant (the “Index”), less the Trust’s liabilities and expenses. In seeking to achieve its investment objective, the Trust holds bitcoin and values its Shares daily based on the value of bitcoin as reflected by the Index, which is an independently calculated value based on an aggregation of executed trade flow of major bitcoin spot exchanges.
The offering of the Trust’s Shares is registered with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Act of 1933.
2. Basis of Presentation and Summary of Significant Accounting Policies
The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
The Trust is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Trust will cease to be an “emerging growth company” upon the earliest of (i) it having $1.235 billion or more in annual revenues, (ii) at least $700 million in market value of Shares being held by non-affiliates, (iii) it issuing more than $1.0 billion of non-convertible debt over a three-year period or (iv) the last day of the fiscal year following the fifth anniversary of its initial public offering.
For as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; or comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise.
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
The Trust purchases bitcoin upon the net creation of Shares and sells bitcoin upon the net redemption of Shares. Transactions are recorded on a trade date basis. Realized gains (losses) and changes in unrealized gains (losses) on open positions are determined on a specific identification basis and are recognized in the statement of operations in the period in which the sale occurred or the changes in unrealized occurred.
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The Trust utilizes an exchange traded price from the principal market for bitcoin as of 4:00 p.m. ET on the Trust’s financial statement measurement date to value the bitcoin held by the Trust. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with U.S. GAAP.
The Sponsor and its affiliates (each a “Covered Person”) will be indemnified by the Trust and held harmless against any loss, judgment, liability, expense incurred or amount paid in settlement of any claim sustained by it in connection with the Covered Person’s activities for the Trust, without fraud, gross negligence, bad faith, willful misconduct or a material breach of the Trust Agreement on the part of such indemnified party arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Sponsor in furtherance of the administration of the Trust (including, without limiting the scope of the foregoing, any Participant Agreement) or any actions taken in accordance with the provisions of the Trust Agreement.
The Trustee and any of the officers, directors, employees and agents of the Trustee shall be indemnified by the Trust as primary obligor and held harmless against any loss, damage, liability, claim, action, suit, cost, expense, disbursement (including the reasonable fees and expenses of counsel), tax or penalty of any kind and nature whatsoever, arising out of, imposed upon or asserted at any time against such indemnified person in connection with the performance of its obligations under the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated therein; provided, however, that neither the Trust nor the Sponsor shall be required to indemnify any such indemnified person for any such expenses which are a result of the willful misconduct, bad faith or gross negligence of such indemnified person.
The Trust’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Trust, which cannot be predicted with any certainty.
The Sponsor intends to take the position that the Trust will be treated as a grantor trust under the Internal Revenue Code of 1986, as amended. If so qualified, the Trust will not be subject to U.S. federal income tax to the extent it distributes substantially all of its investment income and capital gains to shareholders. Therefore, no federal income tax provision is required. Rather, a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial owner of Shares.
3. Investment Valuation and Calculation of Net Asset Value (“NAV”)
FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, provides a single definition of fair value, a hierarchy for measuring fair value and expanded disclosures about fair value adjustments.
GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s policy is to value its investments at fair value.
Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”), or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3 — Inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.
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The following table summarizes the Trust’s investments at fair value:
| March 31, 2026 (Unaudited) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Bitcoin | $ | $ | $ | $ | ||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Bitcoin | $ | $ | $ | $ | ||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
There were no transfers between Level 1 and other Levels for the three months ended March 31, 2026, or for the year ended December 31, 2025.
The Trust fair values investments for financial statement purposes, categorizing those investments using the hierarchy as described above.
The Trust’s NAV is calculated by subtracting all accrued fees, expenses and other liabilities from the fair value of its bitcoin and other assets. The Trust’s NAV per share is calculated by taking the Trust’s NAV divided by the total amount of Shares outstanding.
The following represents the changes in quantity of bitcoin and the respective fair value:
| Bitcoin | Fair Value | |||||||
| Beginning Balance as of January 1, 2026 | $ | |||||||
| Bitcoin purchased | ||||||||
| Bitcoin sold for the redemption of Shares | ( | ) | ( | ) | ||||
| Bitcoin transferred to pay the Sponsor fee | ( | ) | ( | ) | ||||
| Net Change in unrealized appreciation (depreciation) from investment in bitcoin | — | ( | ) | |||||
| Net Realized gain (loss) on investments in bitcoin | — | |||||||
| Ending balance as of March 31, 2026 | $ | |||||||
| Bitcoin | Fair Value | |||||||
| Beginning Balance as of January 1, 2025 | $ | |||||||
| Bitcoin purchased | ||||||||
| Bitcoin sold for the redemption of Shares | ( | ) | ( | ) | ||||
| Bitcoin transferred to pay the Sponsor fee | ( | ) | ( | ) | ||||
| Net change in unrealized appreciation (depreciation) from investment in bitcoin | — | ( | ) | |||||
| Net realized gain (loss) on investments in bitcoin | — | |||||||
| Ending balance as of March 31, 2025 | $ | |||||||
4. Trust Expenses
The Trust pays to the
Sponsor a Sponsor fee (the “Sponsor Fee”) in accordance with the Trust Agreement. The Sponsor Fee accrues daily by applying
an annual rate of
7
The Sponsor is obligated to assume and pay the following fees and expenses of the Trust: the Marketing Agent fee, the Administrator fee, the Custodian fee, the Cash Custodian fee, the Transfer Agent fee, the Trustee fee, applicable license fees, including the licensing fees related to the Index License Agreement, fees and expenses related to trading of Shares on Nasdaq (including marketing, legal and audit fees and expenses), legal expenses, audit fees, regulatory fees, including any fees relating to the registration of the Shares with the SEC, printing and mailing costs and costs of maintaining the Trust’s website.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect subsidiary of U.S. Bancorp, serves as the Trust’s fund accountant, fund administrator and the transfer agent of the Trust, pursuant to certain fund accounting servicing, fund administration servicing and transfer agent servicing agreements. U.S. Bank N.A., a subsidiary of U.S. Bancorp and parent company of Fund Services, serves as the Trust’s cash custodian pursuant to a custody agreement.
Paralel Distributors LLC (the “Marketing Agent”) serves as the Trust’s marketing agent pursuant to a marketing agent agreement.
Coinbase Custody Trust Company, LLC, BitGo Trust Company, Inc., and Komainu (Jersey) Limited (the “Custodians”) are custodians of the Trust.
5. Creation and Redemption of Creation Units
The Trust issues Shares on an ongoing basis, but only in one or more blocks of Shares (a “Basket”). The Trust issues Baskets of Shares to certain authorized participants on an ongoing basis and redeems Shares in Baskets on an ongoing basis from authorized participants.
Authorized participants are the only persons that may place orders to create and redeem Baskets. Authorized participants must be (1) registered broker-dealers or other securities market participants, such as banks or other financial institutions, that are not required to register as broker-dealers to engage in securities transactions as described below, and (2) Depository Trust Company participants.
Authorized participants pay the transfer agent a fee for each order they place to create or redeem one or more Baskets. In addition, an authorized participant is required to reimburse the Trust or the Sponsor, as applicable, for any operational processing and brokerage costs, transfers fees, network fees, stamp taxes and part or all of the spread between the expected bid and offer side of the market related to the bitcoin being purchased or sold in connection with such order (the “Execution Charges”, and collectively with the Transfer Agent Fee, the “Transaction Fees”). The Transaction Fees may be reduced, increased or otherwise changed by the Sponsor.
Activity in the number and value of Shares created and redeemed for the three months ended March 31, 2026 and 2025 are as follows:
| Number of Shares | Value of Shares | |||||||||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2026 | March 31, 2025 | |||||||||||||
| Creations | $ | $ | ||||||||||||||
| Redemptions | ) | ) | $ | ( | ) | $ | ( | ) | ||||||||
| Net change in Shares created and redeemed | ) | $ | $ | ( | ) | |||||||||||
6. Investment Transactions
For the three months ended March 31, 2026 and 2025, the cost of purchases and proceeds from sales of bitcoin by the Trust, were as follows:
| Purchases | Sales | |||||||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2026 | March 31, 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
7. Related Party Transactions
Certain officers of the Trust are affiliated with the Sponsor and are not paid any fees by the Trust for serving in such capacities.
For the three months ended March 31, 2025, the
Trust incurred $
8
As of March 31, 2026, affiliates of the Sponsor owned Shares of the Trust.
8. Commitments and Contingencies
In the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which have not yet occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote.
9. Segment Reporting
The Principal Accounting Officer of the Sponsor performs the functions of the Trust’s Chief Operating Decision Maker (“CODM”). The CODM monitors the operating results of the Trust as a whole, and the Trust’s asset allocation is managed in accordance with its prospectus dated July 25, 2025 (the “Prospectus”). The Trust operates as a single operating and reporting segment pursuant to its investment objective. The Trust’s Prospectus describes the Trust’s fees, investment objective, and principal risks, among other items. The Trust’s portfolio composition, total returns, expense ratios and changes in net assets used by the CODM to assess segment performance and make resource allocations are consistent with the information presented within the Trust’s financial statements. The financial information provided to and reviewed by the CODM is presented within the Trust’s financial statements.
10. Financial Highlights
The Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the three months ended March 31, 2026 and 2025, respectively. The total return at NAV is based on the change in NAV of a Share during the period and the total return at market value is based on the change in market value of a Share on the Nasdaq Stock Market, LLC during the period. An individual investor’s return and ratios may vary based on the timing of capital transactions.
Financial Highlights (Unaudited)
For the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, 2026 (unaudited) | Three Months Ended March 31, 2025 (unaudited) | |||||||
| Net Asset Value | ||||||||
| Net Asset Value per Share, beginning of period | $ | $ | ||||||
| Net investment income (loss) | ( | ) | ( | ) | ||||
| Net realized and change in unrealized Gain (loss) | ( | ) | ( | ) | ||||
| Net income (loss) | ( | ) | ( | ) | ||||
| Net asset value per Share, end of period | $ | $ | ||||||
| Market Value per Share, beginning of period | $ | $ | ||||||
| Market Value per Share, end of period | $ | $ | ||||||
| Ratio to average net assets | ||||||||
| Net investment income (loss)(1) | ( | )% | ( | )% | ||||
| Gross expenses(1) | % | % | ||||||
| Net expenses(1) | % | % | ||||||
| Total return, at net asset value(2) | ( | )% | ( | )% | ||||
| Total return, at market value(2) | ( | )% | ( | )% | ||||
| (1) |
| (2) |
11. Subsequent Events
The Sponsor has evaluated all subsequent events through the issuance of the financial statements and has noted no events requiring adjustment or additional disclosure in the financial statements during the period.
9
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, and is qualified in its entirety by reference to, our 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”).
This Quarterly Report contains “forward-looking statements” with respect to the Trust’s financial conditions, results of operations, plans, objectives, future performance and business. 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 (for bitcoin and the Shares), the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based on 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. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including:
| ● | the special considerations discussed in this Quarterly Report; |
| ● | general economic, market and business conditions; |
| ● | the use of technology by us and our vendors, including the Custodians, in conducting our business, including disruptions in our computer systems and data centers and our transition to, and quality of, new technology platforms; |
| ● | changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies; |
| ● | the costs and effects of any litigation or regulatory investigations; |
| ● | our ability to maintain a positive reputation; and |
| ● | other world economic and political developments. |
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 Shares. Should one or more of these risks discussed in the 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. Investors are therefore cautioned against placing undue reliance on forward-looking statements.
Overview of the Trust
CoinShares Bitcoin ETF (the “Trust”) was organized as a Delaware statutory trust on January 20, 2021. The fiscal year for the Trust is December 31st. The Trust issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of the Trust. The Shares of the Trust are listed on The Nasdaq Stock Market, LLC (“Nasdaq” or the “Exchange”). CoinShares Co., a Delaware corporation, is the sponsor of the Trust (the “Sponsor”). CSC Delaware Trust Company is the trustee of the Trust (the “Trustee”). U.S. Bancorp Fund Services, LLC is the transfer agent of the Trust (in such capacity, the “Transfer Agent”) and the administrator of the Trust (in such capacity, the “Administrator”), Paralel Distributors LLC is the marketing agent of the Trust (the “Marketing Agent”), Coinbase Custody Trust Company, LLC (“Coinbase”), BitGo Trust Company, Inc. (“BitGo”), and Komainu (Jersey) Limited (“Komainu” and collectively with Coinbase and BitGo, the “Custodians”) are the custodians of the Trust’s bitcoin, Coinbase, Inc., an affiliate of Coinbase, is the prime broker of the Trust (the “Prime Broker”), and U.S. Bank, N.A., an affiliate of the Transfer Agent and Administrator, is the cash custodian of the Trust (the “Cash Custodian”). The operations of the Trust are governed by the provisions of the First Amended and Restated Trust Agreement of the Trust, among the Trustee, the Sponsor, and the shareholders from time to time thereunder (the “Shareholders”), as may be amended from time to time (the “Trust Agreement”). The Trust is an exchange-traded fund that sells or redeems common shares of beneficial interest (“Shares”) in blocks of 5,000 Shares (a “Basket”) based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities). There are an unlimited number of authorized Shares.
10
The Trust’s inception of operation was January 11, 2024. The Trust had no operations prior to January 11, 2024, other than matters relating to its organization and the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”).
The offering of the Trust’s Shares is registered with the Securities and Exchange Commission (the “SEC”) in accordance with the 1933 Act.
Shares of the Trust trade on Nasdaq under the ticker symbol BRRR.
The Sponsor maintains a website (coinshares.com/us/etf/brrr/), through which the Trust’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), can be accessed free of charge, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.
Investment Objectives and Principal Investment Strategies
Investment Objectives
The investment objective of the Trust is for the Shares to reflect the performance of the value of a bitcoin as represented by the CME CF Bitcoin Reference Rate – New York Variant (the “Index”), less the Trust’s liabilities and expenses.
Principal Investment Strategies
In seeking to achieve its investment objective, the Trust holds bitcoin and values its Shares daily based on the value of bitcoin as reflected by the Index, which is an independently calculated value based on an aggregation of executed trade flow of major bitcoin spot exchanges. The Sponsor is authorized under the Trust Agreement to substitute an alternative index, reference rate, or other methodology for valuing bitcoin for the Index for purposes of the Trust’s investment objective and valuation policies at its sole discretion and without Shareholder approval. The Shares are designed to provide investors with a cost-effective and convenient way to invest in bitcoin.
Valuation of Bitcoin; Use of the CME CF Bitcoin Reference Rate – New York Variant
On each day other than a Saturday or a Sunday, or a day on which Nasdaq is closed for regular trading (a “Business Day”), as soon as practicable after 4:00 p.m. ET, the Trust evaluates the bitcoin held by the Trust as reflected by the CME CF Bitcoin Reference Rate – New York Variant for the Bitcoin – U.S. Dollar trading pair (the “CF Benchmarks Index”) and determines the net asset value of the Trust and the net asset value per Share (“NAV”).
The CF Benchmarks Index is calculated as of 4:00 p.m. ET. The CF Benchmarks Index is designed based on the IOSCO Principles for Financial Benchmarks and is a Registered Benchmark under UK Benchmark Regulations (“BMR”). The administrator of the CF Benchmarks Index is CF Benchmarks Ltd. (the “Index Administrator”) a UK incorporated company, authorized and regulated by the Financial Conduct Authority (“FCA”) of the UK as a Benchmark Administrator, under UK BMR.
Results of Operations
The Three Months Ended March 31, 2026 and 2025
The Trust’s net asset value decreased from $505,380,907 at December 31, 2025, to $429,730,949 at March 31, 2026. The change in the Trust’s net assets resulted from an increase in outstanding Shares, which rose from 20,425,000 at December 31, 2025, to 22,335,000 at March 31, 2026, as a result of 2,510,000 Shares (502 Baskets) being created and 600,000 Shares (120 Baskets) being redeemed during the quarter, and a decrease in the value of bitcoin, which depreciated 22.2% from $87,650 at December 31, 2025, to $68,198 at March 31, 2026.
11
The net asset value per Share decreased 22.2% from $24.74 at December 31, 2025, to $19.24 at March 31, 2026.
The net asset value per Share of $27.53 at January 14, 2026 was the highest during the quarter, compared with a low of $18.03 at February 5, 2026.
The decrease in net assets from operations for the quarter ended March 31, 2026 was $120,689,754, resulting from a decrease in unrealized gain on the Trust’s bitcoin investment of $120,717,285, realized gains on the disposition of bitcoin of $316,512 and Sponsor Fees incurred of $288,981.
The Trust’s net asset value decreased from $826,115,990 at December 31, 2024, to $480,386,204 at March 31, 2025. The change in the Trust’s net assets resulted from a decrease in outstanding Shares, which fell from 31,260,000 at December 31, 2024, to 20,450,000 at March 31, 2025, as a result of 610,000 Shares (122 Baskets) being created and 11,420,000 Shares (2,284 Baskets) being redeemed during the quarter, and a decrease in the value of bitcoin, which depreciated 11.1% from $93,381 at December 31, 2024, to $83,057 at March 31, 2025.
The net asset value per Share decreased 11.1% from $26.43 at December 31, 2024 to $23.49 at March 31, 2025.
The net asset value per Share of $30.17 at January 21, 2025 was the highest during the quarter, compared with a low of $22.21 at March 10, 2025.
The decrease in net assets from operations for the quarter ended March 31, 2025 was $76,612,819, resulting from a decrease in unrealized gain on the Trust’s bitcoin investment of $181,830,142, realized gains on the disposition of bitcoin of $105,677,876, and Sponsor Fees incurred of $460,553.
Cash Resources and Liquidity
The Trust does not hold a cash balance except in connection with the creation and redemption of Baskets or to pay expenses not assumed by the Sponsor. To the extent the Trust does not have available cash to facilitate redemptions or pay expenses not assumed by the Sponsor, the Trust will sell bitcoin. When selling bitcoin on behalf of the Trust, the Sponsor endeavors to minimize the Trust’s holdings of assets other than bitcoin. As a consequence, the Sponsor expects that the Trust will have an immaterial amount of cash flow from its operations and that its cash balance will be insignificant at the end of each reporting period. The Trust’s only sources of cash are proceeds from the sale of Baskets and bitcoin. The Trust will not borrow to meet liquidity needs.
In exchange for the Sponsor Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. The Sponsor Fee accrues at an annual rate of 0.25% of the Trust’s bitcoin holdings. As a result, the only ordinary expense of the Trust is the Sponsor Fee. 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.
Off Balance Sheet Arrangements and Contractual Obligations
The Trust has not used, nor does it expect to use in the future, special purpose entities to facilitate off balance sheet financing arrangements and have no loan guarantee arrangements or off balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services for the Trust. While the Trust’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on the Trust’s financial position.
Sponsor Fee payments made to the Sponsor are calculated as a fixed percentage of the Trust’s bitcoin holdings. As such, the Sponsor cannot anticipate the payment amounts that will be required under these arrangements for future periods as the Trust’s net assets are not known until a future date.
Critical Accounting Policies
Principal Market and Fair Value Determination
The Trust’s periodic financial statements may not utilize the net asset value of the Trust determined by reference to the Index to the extent the methodology used to calculate the Index is deemed not to be consistent with GAAP. The Trust’s periodic financial statements will be prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic 820”) and utilize an exchange-traded price from the Trust’s principal market for bitcoin on the Trust’s financial statement measurement date. The Sponsor will determine at its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP. Under GAAP, such a price is expected to be deemed a Level 1 input in accordance with the ASC Topic 820 because it is expected to be a quoted price in active markets for identical assets or liabilities. The Sponsor will determine at its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with U.S. GAAP.
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To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s financial statements, the Trust follows 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 may transact through digital asset brokers or dealers, in multiple markets, and its application of ASC 820-10 reflects this fact. The Trust anticipates that, while multiple venues and types of markets will be available to the digital asset brokers or dealers from whom the Sponsor acquires or disposes of the Trust’s bitcoin, the principal market in each scenario is determined by looking at the market-based level of volume and bitcoin trading activity. Digital asset brokers or dealers may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (each as defined in the FASB ASC Master Glossary). Based on information reasonably available to the Trust, Exchange Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Exchange Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of the aforementioned analysis, an Exchange Market has been selected as the Trust’s principal market. The Trust determines its principal market (or in the absence of a principal market the most advantageous market) on a quarterly basis to determine which market is its Principal Market for the purpose of calculating fair value for the creation of quarterly and annual financial statements.
The Sponsor has developed a process for identifying a principal market, as prescribed in ASC 820-10, which outlines the application of fair value accounting. The process begins by identifying publicly available, well-established and reputable bitcoin trading venues (Exchange Markets, as defined in the FASB ASC Master Glossary), which are selected by the Sponsor and its affiliates at their sole discretion. The Sponsor then identifies the principal market for bitcoin during that period and uses the price for bitcoin from that venue as of 4:00 p.m. ET as the principal market price.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, the Trust is not required to provide the information required by this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its 1934 Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Chief Financial Officer of the Sponsor to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Principal Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Trust’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Except as set forth below, there have been no material changes from the Risk Factors as previously disclosed in response to Item 1A. to Part I of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2025.
The open-source and decentralized nature of Bitcoin Network development reduces certainty in the development of Bitcoin Network protocols and software. In addition, the lack of direct compensation for core developers and general difficulty of achieving decentralized consensus around protocol upgrades may hinder the development of beneficial upgrades to the Bitcoin Network. Development uncertainty and inflexibility in respect of improving or proposing fixes to the Bitcoin Network could negatively impact the performance of the Trust.
The Bitcoin Network is an open-source decentralized project without a controlling issuer or administrator of software development. As a result, core developers contribute their time and propose upgrades and improvements to the Bitcoin Network protocols and various software implementations thereof, often on the bitcoin repository on the website Github. Core developers’ roles evolve over time, largely based on self-determined participation. Core developers are not generally compensated for their work on the Bitcoin Network, and such developers may cease to provide services or migrate to alternate digital asset networks. In addition, a lack of resources may result in an inability of the Bitcoin Network community to address novel technical issues or to achieve consensus around solutions therefor.
As with other digital asset networks, the Bitcoin Network faces significant scaling challenges due to the fact that public Blockchains generally face a tradeoff between security and scalability. One means through which public blockchains achieve security is decentralization, meaning that no intermediary is responsible for securing and maintaining these systems. For example, a greater degree of decentralization generally means a given digital asset network is less susceptible to manipulation or capture. In practice, this typically means that every single node on a given digital asset network is responsible for securing the system by processing every transaction and maintaining a copy of the entire state of the network. As a result, a digital asset network may be limited in the number of transactions it can process by the capabilities of each single fully participating node. The Bitcoin Network community has failed to achieve consensus around the scaling of the Bitcoin Network to increase transaction throughput and reduce Blockchain bloat. In 2017, the scaling debate resulted in a material, contentious hard fork (as described below) and a variety of proposals for upgrades to the Bitcoin Network protocols to allow for more efficient transaction recording. Both hard forks and software upgrades to address scaling may cause confusion or may not result in needed improvements, each of which could have a negative impact on the value of an investment in the Shares.
Moreover, in the past, flaws in the source code for digital assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. The cryptography underlying bitcoin could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. On March 31, 2026, Google Quantum AI published research indicating that the computing power needed to break the encryption protecting bitcoin and other major cryptocurrencies may be significantly lower than previously believed, which could mean this threat arrives sooner than the industry had anticipated. In any of these circumstances, a malicious actor may be able to take the Trust’s bitcoin, which would adversely impact the value of the Shares. Moreover, functionality of the Bitcoin Network may be negatively affected such that it is no longer attractive to users, thereby dampening demand for bitcoin. Even if a digital asset other than bitcoin were affected by similar circumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect the demand for digital assets and therefore adversely affect the value of the Shares.
Finally, as there is no centralized party controlling the development of the Bitcoin Network, there can be no assurance that the community as a whole will not implement changes to the Bitcoin Network protocols that have an adverse impact on the Trust or an investment in the Shares.
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Mathematical or technological advances could undermine the Bitcoin Network’s consensus mechanism.
The Bitcoin Network is premised on multiple persons competing to solve cryptographic puzzles quickly. It is possible that mathematical or technological advances, such as the development of quantum computers with significantly more power than computers presently available, could undermine or vitiate the cryptographic consensus mechanism underpinning the bitcoin Blockchain. Quantum computing technology is an emerging phenomenon which, because it is still developing, makes it difficult to predict its ultimate effect on the future value of bitcoin and other digital assets. However, recent research has suggested that quantum computing technology may be advancing faster than previously anticipated. For example, in February 2025, Microsoft announced its Majorana 1 chip, which is claimed to have the potential to support a one-million-qubit quantum computer. More significantly, on March 31, 2026, Google Quantum AI published research concluding that breaking the elliptic curve cryptography underlying bitcoin and most major cryptocurrencies may require approximately a 20-fold fewer quantum computing resources than researchers had previously estimated-potentially as few as 500,000 physical qubits. Google stated that it published this research to “raise awareness” and urge the cryptocurrency community to begin transitioning to stronger, quantum-resistant security standards before such computers become a reality. Researchers affiliated with the Ethereum Foundation who co-authored the Google paper estimated at least a 10% chance that a quantum computer capable of breaking this encryption could exist by 2032. Google has itself set 2029 as a target for completing its own migration to quantum-resistant protections. Google’s research identified different types of potential quantum attacks on cryptocurrencies. One type would target a transaction while it is being sent, since sending a transaction briefly reveals information that a powerful enough quantum computer could use to steal the funds before the transaction is finalized. Another type would target wallets whose security information has already been made public in the past, for example, through bitcoin address reuse or certain older wallet formats, giving an attacker an extended window of time to attempt a theft. In either case, the decentralized nature of the Bitcoin Network means there is no central authority that can reverse or recover stolen funds, making any successful quantum attack potentially irreversible. If quantum computing technology is able to advance in that way, there is a risk that quantum computing could result in the cryptography underlying the Bitcoin Network becoming ineffective, which, if realized, could compromise the security of the Bitcoin Network, or allow a malicious actor to compromise the wallets holding bitcoin owned by the Trust or others on the Bitcoin Network, which would result in losses to Shareholders. Unlike proof-of-stake networks, the Bitcoin Network’s continued reliance on proof-of-work mining means that any quantum-driven attack on bitcoin’s consensus mechanism through SHA-256 could also disrupt block production and network security. While various actors in the bitcoin community are taking steps to enable the use of cryptographic algorithms that would be resistant to advanced quantum computers, there is no guarantee that new quantum-proof architectures will be built and appropriate transitions will be implemented across the network at scale in a timely manner; any such changes could require the achievement of broad consensus within the Bitcoin Network community and a fork (or multiple forks), and there can be no assurance that such consensus would be achieved or the changes implemented successfully. Additionally, even if the Bitcoin Network successfully upgrades its security, individual users and custodians, including those holding bitcoin on behalf of the Trust, would also need to migrate their wallets to benefit from any such upgrade. Wallets that are not migrated, or whose security information has previously been exposed, could remain vulnerable. If any of the foregoing were to occur, it could result in losses to Shareholders. In any of these circumstances, a malicious actor may be able to compromise the security of the Bitcoin Network or take the Trust’s bitcoin, which would adversely affect the value of the Shares. Moreover, the functionality of the Bitcoin Network may be negatively affected such that it is no longer attractive to users, thereby dampening demand for bitcoin. Even if another digital asset other than bitcoin were affected by similar circumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect the demand for digital assets and therefore adversely affect the value of the Shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | In connection with redemptions of Baskets held by authorized participants, the Trust redeemed 120 Baskets (comprising 600,000 Shares) during the three months ended March 31, 2026, at an average price per Share of $20.68. The following table provides information about BRRR’s redemptions by authorized participants during the three months ended March 31, 2026: |
| Calendar Month | Number of Shares Redeemed | Average Price Paid per Share | ||||||
| January 2026 | 150,000 | $ | 25.27 | |||||
| February 2026 | 240,000 | 18.91 | ||||||
| March 2026 | 210,000 | 19.43 | ||||||
| Total | 600,000 | $ | 20.68 | |||||
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
| (a) | All information required to be reported in a report on Form 8-K during the period covered by this Form 10-Q has been reported. |
| (b) | Not Applicable. |
| (c) |
Item 6. Exhibits.
The following exhibits are filed as part of this Quarterly Report as required under Item 601 of Regulation S-K:
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| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase (1) | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase (1) | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase (1) | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase (1) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) |
| (1) | Filed Herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned*, thereunto duly authorized.
| COINSHARES BITCOIN ETF | |||
| Date: May 12, 2026 | By: | /s/ Jean-Marie Mognetti | |
| Name: | Jean-Marie Mognetti | ||
| Title: | Principal Executive Officer | ||
| COINSHARES BITCOIN ETF | |||
| Date: May 12, 2026 | By: | /s/ Charles Butler | |
| Name: | Charles Butler | ||
| Title: | Principal Financial Officer and Principal Accounting Officer | ||
* The Registrant is a trust and the persons are signing in their capacities as officers of CoinShares Co., the Sponsor of the Registrant.
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