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WisdomTree Bitcoin Fund

For the period ended Dec 31, 2023. Filed Mar 29, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 29, 2024

BTCW$78.95-1.3%Stored close · as of Nov 9, 2026

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Item 16. FORM 10-K SUMMARY

None.

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.

SignatureTitleDate
/s/ Jeremy Schwartz Jeremy SchwartzChief Executive Officer (Principal Executive Officer)*March 29, 2024
/s/ David Castano David CastanoChief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)*March 29, 2024
  • The registrant is a trust and the persons are signing in their capacities as officers of WisdomTree Digital Commodity Services, LLC, the Sponsor of the registrant.

WISDOMTREE BITCOIN FUND

INDEX TO FINANCIAL STATEMENTS

Financial Statements
Report of Independent Registered Public Accounting FirmF-2
(PCAOB 42)
Statement of Assets and Liabilities for the fiscal period December 22, 2023 through December 31, 2023*F-3
Statement of Changes in Net Assets for the fiscal period December 22, 2023 through December 31, 2023*F-4
Statement of Cash Flows for the fiscal period December 22, 2023 through December 31, 2023*F-5
Notes to Financial StatementsF-6

*Subsequent to December 31, 2023, on January 11, 2024, the Trust began its investment operations and, therefore, does not have any reportable activity on the Statement of Operations for the fiscal period ended December 31, 2023.

To the Shareholder and Sponsor of WisdomTree Bitcoin Fund

Opinion on the Financial Statement

We have audited the accompanying statement of assets and liabilities of WisdomTree Bitcoin Fund (the “Fund”) as of December 31, 2023, the related statements of changes in net assets and cash flows for the period from December 22, 2023 (date of seeding) to December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023, and the changes in its net assets and its cash flows for the period from December 22, 2023 (date of seeding) through December 31, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We have served as the auditor of one or more WisdomTree investment companies since 2006.

New York, New York

March 29, 2024

Statement of Assets and Liabilities

December 31, 2023

ASSETS:
Cash$50,000
Total Assets50,000
LIABILITIES:
Total Liabilities—
NET ASSETS$50,000
Net Assets consist of:
Capital Stock at $50.00 per share$50,000
NET ASSETS$50,000
Net Asset Value Per Share – unlimited shares authorized $0.0001 par value (based on 1,000 shares outstanding)$50.00

Statement of Changes in Net Assets

For the fiscal period December 22, 2023 through December 31, 2023

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS$—
CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares50,000
NET INCREASE IN NET ASSETS50,000
NET ASSETS:
Beginning of period—
End of period$50,000
SHARES CREATED AND REDEEMED:
Shares outstanding, beginning of period—
Shares created1,000
Shares redeemed—
Shares outstanding, end period1,000

Statement of Cash Flows

For the fiscal period December 22, 2023 through December 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Cash provided by (used for) operating activities$—
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from shares issued50,000
Net cash provided by (used for) financing activities50,000
Net increase in cash50,000
Cash at beginning of period—
Cash at end of period$50,000

Notes to Financial Statements

1. ORGANIZATION

WisdomTree Bitcoin Fund (the “Trust”) is a Delaware statutory trust organized on March 8, 2021 under Delaware law pursuant to the Delaware Statutory Trust Act and Fund Agreement (the “Trust Agreement”). The Fund’s investment objective is to gain exposure to the price of bitcoin, less expenses and liabilities of the Trust’soperations. The Trustis an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) that will be listed on the Cboe BZX Exchange, Inc. (the “Exchange”) and will trade under the ticker symbol “BTCW.”

WisdomTree Digital Commodity Services, LLC (the “Sponsor”) serves as sponsor of the Trust. The Sponsor arranges for the creation of the Trustand is responsible for the ongoing registration of the Shares for public offering in the United States and the listing of Shares on the Exchange. The Sponsor will develop and administer a marketing plan for the Trustand prepare marketing materials regarding the Shares, in each case in conjunction with Foreside Fund Services, LLC (the “Marketing Agent”). The sponsor will select the service providers, negotiate the applicable agreements and fees and monitors the performance of the Trust.

Delaware Trust Company acts as the trustee of the Trustfor the purpose of creating a Delaware statutory trust in accordance with the Delaware Statutory Trust Act (“DSTA”). The Trustee is appointed to serve as the trustee of the Trustin the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the DSTA that the Trust have at least one fund with a principal place of business in the State of Delaware.

The Trusthad no operations through December 31, 2023 other than matters relating to its organization and registration under the Securities Act of 1933, as amended, and the sale and issuance of 1,000 common shares of beneficial interest on December 22, 2023. Proceeds from the issuance of these shares were held in cash as presented on the Trust’s Statement of Assets and Liabilities.

In the ordinary course of operation, the Trust will sell or redeem its 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). For a subscription of Shares, the subscription shall be in the amount of cash needed to purchase the amount of bitcoin represented by the Basket being created, in each case as calculated by State Street Bank and Trust Company (“State Street”) the Trust’sadministrator (the “Trust Administrator” or the “Cash Custodian”). For a redemption of Shares, the Sponsor shall arrange for the bitcoin represented by the Basket to be sold and the cash proceeds distributed. Financial firms that are authorized to purchase or redeem Shares with the Trust(known as “Authorized Participants”) will deliver cash to the Trust’saccount with the Cash Custodian in exchange for Shares when they purchase Shares, and will receive cash (from the Cash Custodian), when they redeem Shares with the Trust. Shares initially comprising the same Basket but offered by the Authorized Participants to the public at different times may have different offering prices, which depend on various factors, including the supply and demand for Shares, the value of the Trust’sassets, and market conditions at the time of a transaction.

In the normal course of business, the Trustmay enter into contracts that contain a variety of representations or that provide indemnification for certain liabilities. The Trust’smaximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trusthas not had prior claims or losses pursuant to these contracts and believes such exposure to be remote.

Notes to Financial Statements(continued)

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statement. The financial statement has been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Trust is an investment company for GAAP purposes and follows the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”) Topic 946, Financial Services—Investment Companies. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants.

Indemnifications - The Trust Agreement provides that the Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries (each a “Sponsor Indemnified Party”) will be indemnified by the Trust and held harmless against any loss, liability or expense incurred under the Trust Agreement without fraud, bad faith, or willful misconduct on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of the Trust Agreement. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote.

Use of Estimates - The preparation of financial statements in conformity with GAAP, requires management to make certain 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 and the reported amounts of increases and decreases in the net assets from operations during the reporting period. Actual results could differ from those estimates.

Income Taxes - The Trust is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust itself will not be subject to United States federal income tax. Instead, the Trust’s income and expenses will “flow through” to the shareholders. Consequently, each sale of bitcoin by the Trust would constitute a taxable event to shareholders.

3. EXPENSES, ORGANIZATION AND OFFERING COSTS

Once investment operations commence, the Trust will pay the Sponsor a fee (the “Sponsor Fee”) in accordance with the Trust agreement and as set forth in the Prospectus. The Sponsor fee shall be included in the Trust agreement and/or Prospectus prior to the commencement of trading of Shares on the listing exchange. The Sponsor Fee is calculated on a daily basis (accrued at 1/365, or 1/366 in a leap year, of the applicable percentage of the net asset value (the “NAV”) on that day) and paid on a monthly basis. The Sponsor Fee will accrue and be payable in U.S. dollars. The Trust’sonly ordinary recurring expense is expected to be the Sponsor Fee. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust: the fees of the Trustee, the Trust Administrator, Trust Accountant, Transfer Agent, and Marketing Agent, the Custodians’ Fee, Exchange listing fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal fees and expenses. The Sponsor will pay the costs of the Trust’sorganization and the initial sale of the Shares. There is no cap on the amount of these Sponsor paid expenses.

For a six-month period commencing on the day the Trust is initially listed on the Cboe BZX Exchange, Inc., the Sponsor will waive the entire Sponsor Fee for the first $1.0 billion of the Trust’s assets.

Notes to Financial Statements(concluded)

The Trustmay incur certain non-recurring expenses that are not assumed by the Sponsor, including but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing charges or fees, Bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trustor the interests of Shareholders, any indemnification of the Cash Custodian, Coinbase Custody Trust Company LLC (“Bitcoin Custodian”), Trust Administrator or other agents, service providers or counterparties of the Trustand extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters related to the Trust.

Because the Trust does not have any income, it will need to sell bitcoin to cover the Sponsor’s Fee and expenses not assumed by the Sponsor, if any. The Trustmay also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds to cover those liabilities will be sales of bitcoin held by the Trust. Even if there are no expenses other than those assumed by the Sponsor, and there are no other liabilities of the Trust, the Trust will still need to sell bitcoin to pay the Sponsor’s Fee. The result of these sales is a decrease in the amount of bitcoin represented by each Share.

To cover the Sponsor’s Fee and expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust(or its delegate) to convert bitcoin into U.S. dollars at the price available through Coinbase, Inc. (“Coinbase Inc.” or the “Prime Broker”, which is an affiliate of the Bitcoin Custodian). The number of bitcoins represented by a Share will decline each time the Trust pays the Sponsor’s Feeor any Trust expenses not assumed by the Sponsor by transferring or selling bitcoins. The Trustis responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or the sale of bitcoin. However, under the terms of each Authorized Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated with the sale or transfer of bitcoin incurred in connection with the fulfillment of a creation and redemption order.

4. RELATED PARTIES

As of December 31, 2023, WisdomTree, Inc. owned 1,000 shares or 100% of the outstanding Shares of the Trust. WisdomTree, Inc. is the parent company of the Sponsor.

5. SUBSEQUENT EVENTS

On January 11, 2024, the Trust was declared effective by the U.S. Securities and Exchange Commission (SEC), was listed for secondary market trading on the Cboe BZX Exchange, Inc., and the Trust began investment operations of investing in bitcoin.

Effective February 2, 2024, the Sponsor Fee and related fee waiver were reduced from 0.30% to 0.25% per annum.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.