iShares Bitcoin Trust
For the period ended Dec 31, 2023. Filed Mar 4, 2024.
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FY2023 · Filed Mar 4, 2024
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Notes to Financial Statements
December 31, 2023
1 - Organization
The iShares Bitcoin Trust (the “Trust”) was organized on* June 8, 2023as a Delaware statutory trust. The trustee is BlackRock Fund Advisors (the “Trustee”), which is responsible for the day-to-day administration of the Trust. The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Bank of New York Mellon serves as the “Trust Administrator”. The Trust is governed by the provisions of the Trust Agreement (the “Trust Agreement”) executed by the Sponsor, the Trustee and Wilmington Trust, National Association, a national association (“Delaware Trustee”), as of October 17, 2023.*The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.
As of* December 31, 2023,the Trust hadno* operations other than a sale to BlackRock Financial Management, Inc. (the “Seed Capital Investor”) of 4,000 shares of common stock for $100,000 ($25.00 per share)(the “Seed Shares”). As a result, the Statement of Operations has been omitted. The Seed Capital Investor is an affiliate of the Sponsor. The Seed Capital Investor didnot receive from the Trust, the Sponsor or any of their affiliates any fee or other compensation in connection with the purchase of the Seed Shares.
The Trust seeks to reflect generally the performance of the price of bitcoin. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Shares are intended to constitute a simple means for an investor to make an investment similar to an investment in bitcoin.
The Trust qualifies as an investment company solely for accounting purposes andnot for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic946, Financial Services - Investment Companies, but isnot registered, and isnot required to be registered, as an investment company under the Investment Company Act of1940, as amended.
2 - Significant Accounting Policies
| A. | Basis of Accounting |
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The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
| B. | Bitcoin |
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Coinbase Custody Trust Company, LLC (the “Bitcoin Custodian”) is responsible for safekeeping the bitcoin owned by the Trust. The Bitcoin Custodian is appointed by the Trustee.
Gain or loss on sales of bitcoin is calculated on a trade date basis using the average cost method.
| C. | Calculation of Net Asset Value |
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On each business day, as soon as practicable after4:00 p.m. (Eastern Time), the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the total assets held by the Trust. The Trustee computes the net asset value per Share by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.
| D. | Cash and Cash Equivalents |
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Cash includes non-interest bearing, non-restricted cash maintained withone banking institution that doesnot exceed U.S. federally insured limits.
| E. | Federal Income Taxes |
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The Trust is treated as a grantor trust for federal income tax purposes and, therefore,no provision for federal income taxes is required. Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust. The Sponsor has reviewed the tax positions as of* December 31, 2023and has determined thatno* provision for income tax is required in the Trust’s financial statements.
3 - Trust Expenses
The Trust will pay to the Sponsor a Sponsor’s fee in accordance with the Trust Agreement. The Sponsor’s fee shall be included in the Trust Agreement prior to the commencement of trading of Shares on the Nasdaq Stock Market LLC (“NASDAQ”). 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 Delaware Trustee, the Trust Administrator, the Bitcoin Custodian, and the The Bank of New York Mellon (the “Cash Custodian”), NASDAQ listing fees, Securities and Exchange Commission (“SEC”) registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and expenses and up to $500,000 per annum in ordinary legal fees and expenses. The Sponsor* maydetermine in its sole discretion to assume legal fees and expenses of the Trust in excess of the $500,000 per annum required under the Trust Agreement. To the extent that the Sponsor doesnot* voluntarily assume such fees and expenses, they will be the responsibility of the Trust. The Sponsor will also pay the costs of the Trust’s organization. The Trust isnot obligated to repay any such costs related to the Trust’s organization and offering paid by the Sponsor.
F-6
4 - Related Parties
The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee’s fee is paid by the Sponsor and isnot a separate expense of the Trust.
As of* December 31, 2023,*the Seed Capital Investor, an affiliate of the Sponsor, owned 4,000 Shares, or 100%, of the Trust.
5 - Indemnification
The Trust Agreement provides that the Sponsor shall indemnify the Trustee, its directors, employees, delegees and agents against, and hold each of them harmless from, any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) that is incurred by any of them and that arises out of or is related to (1) any offer or sale by the Trust of blocks of 40,000 shares (a “Basket”) (2) acts performed or omitted pursuant to the provisions of the Trust Agreement, (A) by the Trustee, its directors, employees, delegees and agents or (B) by the Sponsor or (3) any filings with or submissions to the SEC in connection with or with respect to the Shares, except that the Sponsor shallnot have any obligations to pay any indemnification amounts incurred as a result of and attributable to (x) the willful misconduct, gross negligence or bad faith of, or material breach of the terms of the Trust Agreement by, the Trustee, (y) information furnished in writing by the Trustee to the Sponsor expressly for use in the registration statement, or any amendment thereto, filed with the SEC relating to the Shares that isnot materially altered by the Sponsor or (z) any misrepresentations or omissions made by an authorized participant (other than the Sponsor) in connection with such authorized participant’s offer and sale of Shares.
The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees, delegees and agents against, and hold each of them harmless from, any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) (1) caused by the willful misconduct, gross negligence or bad faith of the Trustee or (2) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic report, filed with the SEC relating to the Shares that isnot materially altered by the Sponsor.
The Trust Agreement provides that the Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of1933, as amended) and subsidiaries and agents shall be indemnified from the Trust and held harmless against any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of their obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement and incurred without their (1) willful misconduct, gross negligence or bad faith or (2) reckless disregard of their obligations and duties under the Trust Agreement.
The Trust has agreed that the Cash Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of the Cash Custodian’s negligence, fraud or willful default in the performance of its duties.
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.
6 - Commitments and Contingent Liabilities
In the normal course of business, the Trust* mayenter into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that maybe made against the Trust that havenot* yet occurred.
7 - Subsequent Events
On* January 5, 2024,*the Seed Shares were redeemed for cash and the Seed Capital Investor purchased 400,000 Shares at a per-Share price of $25.00 (“Seed Creation Baskets”). Total proceeds to the Trust from the sale of the Seed Creation Baskets were $10,000,000. With the above transaction, the Trust commenced operations and the Sponsor's fee started accruing daily at an annualized rate equal to 0.25% of the net asset value of the Trust.
The Trust's registration statement on Form S-1 relating to its continous public offering of Shares was declared effective by the SEC on* January 10, 2024and the Shares of the Trust were listed on the NASDAQ on January 11, 2024.For atwelve*-month period, starting* January 11, 2024,the Sponsor will waive a portion of the Sponsor’s fee so that the Sponsor’s fee after the fee waiver will be equal to 0.12% of the net asset value of the Trust for thefirst* $5.0 billion of the Trust’s assets.
Other than the items noted above there wereno subsequent events requiring adjustment or additional disclosure in the financial statements.
F-7
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.
iShares Delaware Trust Sponsor LLC,
Sponsor of the iShares Bitcoin Trust (registrant)
/s/ Shannon Ghia
Shannon Ghia
Director, President and Chief Executive Officer
(Principal executive officer)
| Date: | March 1, 2024 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities* and on the dates indicated.
/s/ Shannon Ghia
Shannon Ghia
Director, President and Chief Executive Officer
(Principal executive officer)
| Date: | March 1, 2024 |
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/s/ Bryan Bowers
Bryan Bowers
Director and Chief Financial Officer
(Principal financial and accounting officer)
| Date: | March 1, 2024 |
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/s/ Philip Jensen
Philip Jensen
| Date: | March 1, 2024 |
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/s/ Peter Landini
Peter Landini
| Date: | March 1, 2024 |
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/s/ Kimun Lee
Kimun Lee
Date: March 1, 2024
*The registrant is a trust and the persons are signing in their respective capacities as officers or directors of iShares Delaware Trust Sponsor LLC, the Sponsor of the registrant.
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