Ark 21Shares Bitcoin ETF

Previous wording

The Trust is a Delaware statutory trust, formed on June 22, 2021, pursuant to the DSTA. The Trust operates pursuant to the Trust Agreement. The Trust is not registered as an investment company under the 1940 Act and is not a commodity pool for purposes of the CEA. The Trust is managed and controlled by the Sponsor. The Sponsor is a limited liability company formed in the state of Delaware on June 16, 2021, and is a wholly owned subsidiary of Jura Pentium Inc., whose ultimate parent company is 21co Holdings Limited (formerly known as Amun Holdings Limited). The Sponsor is not subject to regulation by the CFTC as a commodity pool operator with respect to the Trust, or a commodity trading advisor with respect to the Trust. The Trust is an exchange-traded fund that issues common units of beneficial interest representing fractional undivided beneficial interests in its net assets that trade on the Exchange. The Shares are listed for trading on the Exchange under a ticker symbol “ARKB”.

Current wording

The Trust is a Delaware statutory trust, formed on June 22, 2021, pursuant to the DSTA. The Trust operates pursuant to the Trust Agreement. The Trust is not registered as an investment company under the 1940 Act and is not a commodity pool for purposes of the CEA. The Trust is managed and controlled by the Sponsor. The Sponsor is a limited liability company formed in the state of Delaware on June 16, 2021, and is a wholly owned subsidiary of Jura Pentium Inc., whose ultimate parent company is 21co Holdings Limited (formerly known as Amun Holdings Limited). The Sponsor is not subject to regulation by the CFTC as a commodity pool operator with respect to the Trust, or a commodity trading advisor with respect to the Trust. The Trust is an exchange-traded fund that issues common units of beneficial interest representing fractional undivided beneficial interests in its net assets that trade on the Exchange. The Shares are listed for trading on the Exchange under the ticker symbol “ARKB”.

Previous wording

On December 12, 2023, the Sponsor, in its capacity as Seed Capital Investor, subject to conditions, purchased the initial Seed Shares comprising 2 Shares at a per-Share price of $50.00, as described in “Seed Capital Investor.” Total proceeds to the Trust from the sale of these Seed Shares were $100. Delivery of the Seed Shares was made on December 12, 2023. These Seed Shares were redeemed for cash on or about January 5, 2024.

Current wording

On December 12, 2023, the Sponsor, in its capacity as Seed Capital Investor, subject to conditions, purchased the initial Seed Shares comprising two Shares at a per-Share price of $50.00, as described in “Seed Capital Investor.” Total proceeds to the Trust from the sale of these Seed Shares were $100. Delivery of the Seed Shares was made on December 12, 2023. These Seed Shares were redeemed for cash on or about January 5, 2024.

Previous wording

On January 9, 2024 (the “Seed Capital Purchase Date”), the Seed Capital Investor purchased Seed Creation Baskets comprising 10,000 Shares (the “Initial Seed Creation Baskets”) at a per-share price of $46.88. Total proceeds to the Trust from the sale of the Seed Creation Baskets were $468,806.44. On January 9, 2024, the Trust purchased 10 bitcoins with the proceeds of the Seed Creation Baskets by transacting with a Bitcoin Counterparty to acquire bitcoin on behalf of the Trust in exchange for cash provided by the Sponsor in its capacity as Seed Capital Investor. These Seed Creation Baskets were redeemed for cash on or about January 19, 2024.

Current wording

On January 9, 2024 (the “Seed Capital Purchase Date”), the Seed Capital Investor purchased Seed Creation Baskets comprising 10,000 Shares (the “Initial Seed Creation Baskets”) at a per-share price of $46.88. Total proceeds to the Trust from the sale of the Seed Creation Baskets were $468,806.44. On January 9, 2024, the Trust purchased 10 bitcoins with the proceeds of the Seed Creation Baskets by transacting with a bitcoin Trading Counterparty to acquire bitcoin on behalf of the Trust in exchange for cash provided by the Sponsor in its capacity as Seed Capital Investor. These Seed Creation Baskets were redeemed for cash on or about January 19, 2024.

Previous wording

On June 2, 2025, the Trust announced that the Sponsor had approved the Share Split of all of the Shares. In connection with the Share Split, every one Share that was held by the Trust’s Record Holders at the close of business on June 12, 2025, automatically split into three Shares after market close on June 13, 2025. The Share Split became effective at market open on June 16, 2025. Following the Share Split, the Shares will continue to trade under the ticker symbol “ARKB” under the same CUSIP, and the total NAV of the Trust did not change as a result of the Share Split. In addition, each Record Holder will continue to hold the same percentage of the Trust’s outstanding Shares as held immediately prior to the Share Split, and the Share Split will not modify the rights or preferences of the Shares. The investment objective, strategy, and underlying holdings of the Trust will remain unchanged.

Current wording

On June 2, 2025, the Trust announced that the Sponsor had approved the Share Split of all of the Shares. In connection with the Share Split, every one Share that was held by the Trust’s Record Holders at the close of business on June 12, 2025, automatically split into three Shares after market close on June 13, 2025. The Share Split became effective at market open on June 16, 2025. Following the Share Split, the Shares continued to trade under the ticker symbol “ARKB” under the same CUSIP, and the total NAV of the Trust did not change as a result of the Share Split. In addition, each Record Holder continued to hold the same percentage of the Trust’s outstanding Shares as held immediately prior to the Share Split, and the Share Split did not modify the rights or preferences of the Shares. The investment objective, strategy, and underlying holdings of the Trust remained unchanged.

Previous wording

The Trust’s investment objective is to seek to track the performance of bitcoin, as measured by the performance of the Index, adjusted for the Trust’s expenses and other liabilities. CF Benchmarks Ltd. is the administrator for the Index Provider. The Index is designed to reflect the performance of bitcoin in U.S. dollars. In seeking to achieve its investment objective, the Trust holds bitcoin at its Custodians and values its Shares daily based on the Index. The Trust is a passive investment vehicle and is not a leveraged product. The Sponsor does not actively manage the bitcoin held by the Trust.

Current wording

The Trust’s investment objective is to seek to track the performance of bitcoin, as measured by the performance of the Index, adjusted for the Trust’s expenses and other liabilities. CF Benchmarks Ltd. is the Index Provider. The Index is designed to reflect the performance of bitcoin in U.S. dollars. In seeking to achieve its investment objective, the Trust holds bitcoin at its Custodians and values its Shares daily based on the Index. The Trust is a passive investment vehicle and is not a leveraged product. The Sponsor does not actively manage the bitcoin held by the Trust.

Previous wording

The Trust pays the unitary Sponsor fee of 0.21% of the Trust’s bitcoin holdings. The Sponsor fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor agreed to waive the entire Sponsor fee for (i) a nine-month period which commenced on January 11, 2024 (the day the Trust’s Shares were initially listed on the Exchange), or (ii) the first $1 billion of Trust assets, whichever came first. The Trust assets exceeded $1 billion in February 2024, at which time the waiver period ended. The Trust incurred Sponsor fees for the six-month periods ended June 30, 2025 and 2024 of $4,811,499 and $2,183,009 net of Sponsor fees waived of $93,111, respectively.

Current wording

The Trust pays the unitary Sponsor fee of 0.21% of the Trust’s bitcoin holdings. The Sponsor fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor agreed to waive the entire Sponsor fee for (i) a nine-month period which commenced on January 11, 2024 (the day the Trust’s Shares were initially listed on the Exchange), or (ii) the first $1 billion of Trust assets, whichever came first. The Trust assets exceeded $1 billion in February 2024, at which time the waiver period ended. The Trust incurred Sponsor fees for the nine-month periods ended September 30, 2025 and 2024 of $7,583,835 and $3,784,619 net of Sponsor fees waived of $93,111, respectively.

Previous wording

As of June 30, 2025, the Trust had a net closing balance of 46,722.8267 bitcoins with a value of $5,022,119, based on the Index price of $107,487.49 on June 30, 2025 (CME CF Bitcoin Reference Rate – New York Variant, non-GAAP methodology). As of June 30, 2025, the total market value of the Trust’s bitcoin was $5,034,561, based on the price of a bitcoin in the principal market of $107,753.77 on June 30, 2025.

Current wording

As of September 30, 2025, the Trust had a net closing balance of 44,528.1082 bitcoins with a value of $5,079,980, based on the Index price of $114,084.80 on September 30, 2025 (CME CF Bitcoin Reference Rate – New York Variant, non-GAAP methodology). As of September 30, 2025, the total market value of the Trust’s bitcoin was $5,093,058, based on the price of a bitcoin in the principal market of $114,378.49 on September 30, 2025.

Previous wording

Net realized and change in unrealized loss on investment in bitcoin for the three months ended June 30, 2025, was $1,200,104 which includes a net change in unrealized appreciation on investment in bitcoin of $859,932. Net realized and change in unrealized gain on investment in bitcoin for the period was driven by bitcoin price appreciation throughout the period from $82,444.71 per bitcoin as of March 31, 2025 to $107,753.77 per bitcoin as of June 30, 2025. Net increase in net assets resulting from operations was $1,197,660 for the three months ended June 30, 2025, primarily driven by the aforementioned net realized and change in unrealized gain on investment in bitcoin.

Current wording

Net realized and change in unrealized gain on investment in bitcoin for the three months ended September 30, 2025 was $320,440 which includes a change on unrealized depreciation on investment in bitcoin of $(136,721). Net realized and change in unrealized gain on investment in bitcoin for the period was driven by bitcoin price appreciation throughout the period from $107,753.77 per bitcoin as of June 30, 2025 to $114,379.49 per bitcoin as of September 30, 2025. Net increase in net assets resulting from operations was $317,667 for the three months ended September 30, 2025, primarily driven by the aforementioned net realized and change in unrealized gain on investment in bitcoin.

Previous wording

The Trust’s NAV decreased from $3,160,033 on March 31, 2024 to $2,849,575 on June 30, 2024. The decrease in the Trust’s NAV resulted primarily from a decrease in bitcoin price of 12.48% (from $70,761.62 per bitcoin as of March 31, 2024 to $61,929.29 per bitcoin as of June 30, 2024) and an increase of number of shares outstanding from 134,010,000 on March 31 2024 to 139,500,000 on June 30, 2024.

Current wording

The Trust’s NAV increased from $2,849,575 on June 30, 2024 to $3,206,095 on September 30, 2024. The increase in the Trust’s NAV resulted primarily from an increase in bitcoin price of 2.48% (from $61,929.29 per bitcoin as of June 30, 2024 to $63,464.76 per bitcoin as of September 30, 2024) and an increase of number of shares outstanding from 46,050,000 on June 30, 2024 to 50,585,000 on September 30, 2024.

Previous wording

The Trust’s net decrease in net assets resulting from operations for the quarter ended June 30, 2024 was $(409,214). This number is largely the result of a change in unrealized depreciation on investment in bitcoin of $(543,311), which was partially offset by a realized gain of $327 on the sale of bitcoin for purposes of distributing to the Sponsor as the Sponsor’s fee and net realized gain on investment in bitcoin sold for redemptions of $135,325. The Trust’s expenses for the quarter were $1,555, relating to the Sponsor’s fees.

Current wording

The Trust’s net increase in net assets resulting from operations for the period ended September 30, 2024 was $46,097. This number is largely the result of a realized gain of $83 on the sale of bitcoin for purposes of distributing to the Sponsor as the Sponsor’s fee and, net realized gain on investment in bitcoin sold for redemptions of $53,132 partially offset by a change in unrealized depreciation on investment in bitcoin of $(5,609). The Trust’s expenses for the quarter were $1,509, relating to the Sponsor’s fees.

Previous wording

The Trust’s NAV increased from $4,352,288 on December 31, 2024 to $5,034,361 on June 30, 2025. The increase in the Trust’s NAV resulted primarily from an increase in the price of bitcoin of 15.46% (from $93,320.22 per bitcoin on December 31, 2024 to $107,753.77 per bitcoin on June 30, 2025) and a net increase of 93,880,000 in the number of shares outstanding from December 31, 2024 to June 30, 2025.

Current wording

The Trust’s NAV increased from $4,352,288 on December 31, 2024 to $5,092,934 on September 30, 2025. The increase in the Trust’s NAV resulted primarily from an increase in the price of bitcoin of 22.47% (from $93,390.22 per bitcoin on December 31, 2024 to $114,378.49 per bitcoin on September 30, 2025) and was offset by a net decrease of 6,030,000 in the number of shares outstanding from December 31, 2024 to September 30, 2025.

Previous wording

The Trust’s net increase in net assets resulting from operations for the six months ended June 30, 2025 was $610,112. This was the result of a change in unrealized depreciation on investment in bitcoin of $(47,364), a net realized gain of $1,129 on the sale of bitcoins for purposes of distributing to the Sponsor as the Sponsor’s fee, and net realized gain on investment in bitcoin sold for redemptions of $661,158. The Trust’s expenses for the six-month period were $(4,811) relating to the Sponsor’s fees.

Current wording

The Trust’s net increase in net assets resulting from operations for the nine months ended September 30, 2025 was $927,779. This was the result of a change in unrealized depreciation on investment in bitcoin of $(184,085), a net realized gain of $1,795 on the sale of bitcoins for purposes of distributing to the Sponsor as the Sponsor’s fee, and net realized gain on investment in bitcoin sold for redemptions of $1,117,653. The Trust’s expenses for the nine-month period were $7,584 relating to the Sponsor’s fees.

Previous wording

The Trust’s NAV increased from $100 on December 31, 2023 to $2,849,575 on June 30, 2024. The increase in the Trust’s NAV resulted primarily from an increase in the price of bitcoin of 32.70% (from $46,666.89 per bitcoin on January 11, 2024 to $61,929.29 per bitcoin on June 30, 2024) and a net increase of 138,149,994 in the number of shares outstanding from December 31, 2023 to June 30, 2024.

Current wording

The Trust’s NAV increased from $-1 on December 31, 2023 to $3,206,095 on September 30, 2024. The increase in the Trust’s NAV resulted primarily from an increase in the price of bitcoin of 36% (from $46,666.89 per bitcoin on January 11, 2024 to $63,464.76 per bitcoin on September 30, 2024) and a net increase in the number of shares outstanding of 50,584,998 from December 31, 2023 to September 30, 2024.

Previous wording

The Trust’s net increase in net assets resulting from operations for the six months ended June 30, 2024 was $435,396. This was the result of a change in unrealized depreciation on investment in bitcoin of $302,012, a net realized gain of $327 on the sale of bitcoins for purposes of distributing to the Sponsor as the Sponsor’s fee, and net realized gain on investment in bitcoin sold for redemptions of $135,239. The Trust’s expenses for the six-month period were $2,183, relating to the Sponsor’s fees net of Sponsor’s fee waived.

Current wording

The Trust’s net increase in net assets resulting from operations for the nine months ended September 30, 2024 was $481,493. This was the result of a change in unrealized depreciation on investment in bitcoin of $296,403, a net realized gain of $410 on the sale of bitcoins for purposes of distributing to the Sponsor as the Sponsor’s fee, and net realized gain on investment in bitcoin sold for redemptions of $188,372. The Trust’s expenses for the nine-month period were $3,692, relating to the Sponsor’s fees.

Previous wording

The Trust is not aware of any trends, demands, commitments, events, or uncertainties that are reasonably likely to result in material changes to its liquidity needs. The Trust’s only ordinary recurring expense is the fee paid to the Sponsor at an annual rate of 0.21% of the daily NAV of the Trust. The Sponsor agreed to waive the entire Sponsor fee for (i) a nine-month period which commenced on January 11, 2024 (the day the Trust’s Shares were initially listed on the Exchange), or (ii) the first $1 billion of Trust assets, whichever came first. The Trust assets exceeded $1 billion in February 2024, at which time the waiver period ended. The aggregate Sponsor fee paid to the Sponsor for the period ended June 30, 2025 was $4,969. In exchange for the Sponsor’s fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Trust, including but not limited to the following: fees charged by the Sub-Adviser, Administrator, the Custodians, Transfer Agent and the Trustee, the Marketing Fee, the Exchange’s listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing costs, website fees, tax reporting fees, audit fees, license fees and expenses, up to $100,000 per annum in ordinary legal fees and expenses. The Sponsor bears expenses in connection with the Trust’s organization and initial offering costs.

Current wording

The Trust is not aware of any trends, demands, commitments, events, or uncertainties that are reasonably likely to result in material changes to its liquidity needs. The Trust’s only ordinary recurring expense is the fee paid to the Sponsor at an annual rate of 0.21% of the daily NAV of the Trust. The Sponsor agreed to waive the entire Sponsor fee for (i) a nine-month period which commenced on January 11, 2024 (the day the Trust’s Shares were initially listed on the Exchange), or (ii) the first $1 billion of Trust assets, whichever came first. The Trust assets exceeded $1 billion in February 2024, at which time the waiver period ended. The aggregate Sponsor fee paid to the Sponsor for the period ended September 30, 2025 was $7,818. In exchange for the Sponsor’s fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Trust, including but not limited to the following: fees charged by the Sub-Adviser, Administrator, the Custodians, Transfer Agent and the Trustee, the Marketing Fee, the Exchange’s listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing costs, website fees, tax reporting fees, audit fees, license fees and expenses, up to $100,000 per annum in ordinary legal fees and expenses. The Sponsor bears expenses in connection with the Trust’s organization and initial offering costs.