Cover
Cover - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Oct. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Quarterly Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2023 | ||
Document Fiscal Period Focus | Q3 | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-56307 | ||
Entity Registrant Name | Osprey Bitcoin Trust | ||
Entity Central Index Key | 0001767057 | ||
Entity Tax Identification Number | 37-6695894 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1241 Post Road | ||
Entity Address, Address Line Two | 2nd Floor | ||
Entity Address, City or Town | Fairfield | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06824 | ||
City Area Code | (914) | ||
Local Phone Number | 214-4697 | ||
Title of 12(g) Security | Osprey Bitcoin Trust Units | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 8,340,536 | ||
Rule 10b5-1 Arrangement Adopted [Flag] | false | ||
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | ||
Rule 10b5-1 Arrangement Terminated [Flag] | false | ||
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Statements of Assets and Liabil
Statements of Assets and Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Investment in Bitcoin, at fair value (cost $75,693,820 and $75,816,514), respectively) | $ 74,269,591 | $ 46,253,445 |
Cash | 180 | 257 |
Other assets | 99,913 | 24,600 |
Total assets | 74,369,684 | 46,278,302 |
Liabilities | ||
Management Fee payable | 29,913 | 19,213 |
Due to Sponsor | 180 | 166,804 |
Other payable | 106,446 | 77,505 |
Total liabilities | 136,539 | 263,522 |
Net assets | 74,233,145 | 46,014,780 |
Net assets | ||
Paid-in capital | 76,978,282 | 76,978,282 |
Accumulated net investment loss | (3,032,872) | (2,316,820) |
Accumulated net realized gain on investment in Bitcoin | 1,708,323 | 911,557 |
Accumulated net change in unrealized depreciation on investment in Bitcoin | $ (1,420,588) | $ (29,558,239) |
Units issued, no par value (unlimited Units authorized) | 8,340,536 | 8,340,536 |
Units outstanding, no par value (unlimited Units authorized) | 8,340,536 | 8,340,536 |
Net asset value per Unit | $ 8.90 | $ 5.52 |
Statements of Assets and Liab_2
Statements of Assets and Liabilities (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Investments [Abstract] | ||
Investment in Bitcoin, cost | $ 75,693,820 | $ 75,816,514 |
Units, par value | $ 0 | $ 0 |
Units authorized | Unlimited | Unlimited |
Schedules of Investment
Schedules of Investment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Schedules Of Investment | ||
Investment in Bitcoin, at fair value, Fair Value | 2,758.65 | 2,792.88 |
Investment in Bitcoin, at fair value, Units (in Dollars) | $ 74,269,591 | $ 46,253,445 |
Investment in Bitcoin, at fair value, Percentage of Net Assets | 100% | 101% |
Liabilities, less cash and other assets (in Dollars) | $ (36,446) | $ (238,665) |
Liabilities, less cash and other assets | (1.00%) | |
Net assets (in Dollars) | $ 74,233,145 | $ 46,014,780 |
Net assets | 100% |
Schedules of Investment (Parent
Schedules of Investment (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Investments [Abstract] | ||
Investment in Bitcoin, cost | $ 75,693,820 | $ 75,816,514 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Expenses | ||||
Management Fee | $ 95,755 | $ 73,637 | $ 266,946 | $ 326,553 |
Professional fees | 73,295 | 100,754 | 188,977 | 316,112 |
Custodian fees | 29,300 | 25,258 | 81,909 | 133,001 |
Other | 53,692 | (766) | 178,220 | 4,307 |
Total expenses | 252,042 | 198,883 | 716,052 | 779,973 |
Net investment loss | (252,042) | (198,883) | (716,052) | (779,973) |
Net realized gain and net change in unrealized appreciation (depreciation) on investment in Bitcoin | ||||
Net realized gain on investment in Bitcoin | 152,120 | 195,373 | 796,766 | 648,250 |
Net change in unrealized appreciation (depreciation) on investment in Bitcoin | (9,648,197) | 1,477,767 | 28,137,651 | (75,016,296) |
Total net realized gain and net change in unrealized appreciation (depreciation) on investment in Bitcoin | (9,496,077) | 1,673,140 | 28,934,417 | (74,368,046) |
Net increase (decrease) in net assets resulting from operations | $ (9,748,119) | $ 1,474,257 | $ 28,218,365 | $ (75,148,019) |
Statements of Changes in Net As
Statements of Changes in Net Assets - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Increase (decrease) in net assets from operations | ||||
Net investment loss | $ (252,042) | $ (198,883) | $ (716,052) | $ (779,973) |
Net realized gain on investment in Bitcoin | 152,120 | 195,373 | 796,766 | 648,250 |
Net change in unrealized appreciation (depreciation) on investment in Bitcoin | (9,648,197) | 1,477,767 | 28,137,651 | (75,016,296) |
Net increase (decrease) in net assets resulting from operations | (9,748,119) | 1,474,257 | 28,218,365 | (75,148,019) |
Net assets | ||||
Net assets at the beginning of the period | 83,981,264 | 53,050,892 | 46,014,780 | 129,673,168 |
Net assets at the end of the period | $ 74,233,145 | $ 54,525,149 | $ 74,233,145 | $ 54,525,149 |
Change in units issued and outstanding | ||||
Units issued at the beginning of the period | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 |
Units outstanding at the beginning of the period | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 |
Units issued at the end of the period | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 |
Units outstanding at the end of the period | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) Attributable to Parent | $ (9,748,119) | $ 1,474,257 | $ 28,218,365 | $ (75,148,019) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Osprey Bitcoin Trust (the “Trust”) is a Delaware Statutory Trust, formed on January 3, 2019, which commenced operations on January 22, 2019, and is governed by the Second Amended and Restated Declaration of Trust and Trust Agreement dated November 1, 2020, as amended by the Amendment to Trust Agreement dated April 15, 2022 (the “Trust Agreement”). In general, the Trust holds Bitcoin and, from time to time, issues common units of fractional undivided beneficial interest (“Units”) in exchange for Bitcoin. The investment objective of the Trust is for the Units to track the price of Bitcoin, less liabilities and expenses of the Trust. The Units are designed as a convenient and cost-effective method for investors to gain investment exposure to Bitcoin, similar to a direct investment in Bitcoin. Osprey Funds, LLC (the “Sponsor”) acts as the sponsor of the Trust. Other funds under the Osprey name are also managed by the Sponsor. The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement. The Sponsor is responsible for preparing and providing annual reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers. As consideration for the Sponsor’s services, the Trust pays the Sponsor a Management Fee (as defined herein) as discussed in Notes 2 and 5. Coinbase Custody Trust Company, LLC (the “Custodian”) is the digital asset custodian of the Trust. Fidelity Digital Assets Services, LLC (“FDAS”) served as our digital asset custodian until March 2022. The Custodian is responsible for safeguarding the Bitcoin held by the Trust. The transfer agent for the Trust (the “Transfer Agent”) is Continental Stock Transfer & Trust Company. The Transfer Agent is responsible for the issuance and redemption of Units, the payment, if any, of distributions with respect to the Units, the recording of the issuance of the Units and the maintaining of certain records therewith. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements are expressed in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The Trust is not registered with U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940. The results for the three months and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Reclassifications Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Trust’s previously reported net investment loss. Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The most significant estimate in the financial statements is the fair value of investments in Bitcoin. Actual results could differ from those estimates and these differences could be material. Cash Cash is received by the Trust from investors and converted into Bitcoin for investment. At times, bank deposits may be in excess of federally insured limits. In accordance with ASC 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows. Subscriptions and Redemptions of Units Proceeds received by the Trust from the issuance and sale of Units consist of Bitcoin deposits and forked or airdropped cryptocurrency coins from the Bitcoin Network, or their respective U.S. dollar cash equivalents. Such Bitcoins (or cash equivalent) will only be (1) owned by the Trust and held by the Custodian (or, if cash, used by the Sponsor to purchase Bitcoins to be held by the Custodian), (2) disbursed (or converted to U.S. dollars, if necessary) to pay the Trust’s expenses, (3) distributed to Accredited Investors (subject to obtaining regulatory approval from the SEC described below) in connection with the redemption of Units, (4) distributed (or converted to U.S. dollars, prior to distribution) to Unitholders as dividends, and (5) liquidated in the event that the Trust terminates or as otherwise required by law or regulation. The Trust conducts its transactions in Bitcoin, including receiving Bitcoin for the creation of Units and delivering Bitcoin for the redemption of Units (if a redemption program were to be established) and for the payment of the Management Fee. During June 2020, the Trust began a continuous offering of up to $ 5,000,000 154,183 5,000,000 On November 12, 2020, the Trust began an offering of an unlimited number of Units pursuant to Rule 506(c) under the Securities Act (“November 2020 Offering”). 4,206,224 On January 14, 2021, the Financial Industry Regulatory Authority (“FINRA”) determined that the Trust’s Units met the criteria for trading on the over-the-counter market (“OTC Market”). On February 16, 2021, the Trust’s Units began trading in the OTC Market, operated by OTC Markets Group, Inc., under the ticker symbol “OBTC.” On March 3, 2021, the Trust’s Units began trading in the OTCQX tier of the OTC Market, under the ticker symbol “OBTC.” Effective November 1, 2021, the Trust suspended the November 2020 Offering under Rule 506(c) under the Securities Act. As of September 30, 2023, there were 8,340,536 107,478 8,233,058 The Trust is currently not redeeming Units. On January 13, 2023, the Sponsor communicated to the Trust’s Unitholders that it is considering a redemption program for investors in the Trust and that such redemption program would likely involve limited periodic redemptions of Units, although the Trust had not ruled out the possibility of an open-ended redemption program. Investment Transactions and Revenue Recognition The Trust identifies Bitcoin as an “other investment” in accordance with ASC 946. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as the net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using a first in, first out method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Management Fee and other expenses in Bitcoin. Management Fee The Trust is expected to pay the remuneration due to the Sponsor (the “Management Fee” or “Sponsor Fee”). The Management Fee is charged by the Sponsor to the Trust at an annual rate of 0.49% of the daily Net Asset Value of the Trust and accrues daily in Bitcoin. The Management Fee is payable at the Sponsor’s sole discretion, in Bitcoin or in U.S. Dollars for the Bitcoin Market Price (as defined herein) in effect for such Bitcoin at the time of payment. Trust Expenses In accordance with the Trust Agreement, the Sponsor bears the routine operational, administrative and other ordinary administrative operating expenses of the Trust (the “Assumed Expenses”) other than audit fees, index license fees, aggregate legal fees in excess of $ 50,000 Fair Value Measurements The Trust’s investment in Bitcoin is stated at fair value in accordance with ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Principal market is the market with the greatest volume and level of activity for Bitcoin, and the most advantageous market is defined as the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs. The principal market is generally selected based on the most liquid and reliable exchange (including consideration of the ability for the Trust to access the specific market, either directly or through an intermediary, at the end of each period). GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment. Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust. Definition of Net Asset Value The net asset value (“NAV”) of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s assets. The NAV is calculated on each business day and is equal to the aggregate value of the Trust’s assets less its liabilities (which include accrued but unpaid fees and expenses, both estimated and finally determined), based on the Bitcoin Market Price. In calculating the value of the Bitcoin held by the Trust on any business day, the Trust will use the market price as of 4:00 p.m. New York time. The Trust will also calculate the NAV per Unit of the Trust daily, which equals the NAV of the Trust divided by the number of outstanding Units (the “NAV per Unit”). The Trust considers 4:00 p.m. New York time as a cut off for the end of day reporting. |
Fair Value of Bitcoin
Fair Value of Bitcoin | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Bitcoin | 3. Fair Value of Bitcoin The investment measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of September 30, 2023, and December 31, 2022: Schedule of Fair Value, Assets Measured on Recurring Basis Number Per Bitcoin Amount at Fair Value Measurement Category September 30, 2023 of Bitcoin Fair Value Fair Value Level 1 Level 2 Level 3 Investment in Bitcoin 2,758.65 $ 26,922.47 $ 74,269,591 $ - $ 74,269,591 $ - Number Per Bitcoin Amount at Fair Value Measurement Category December 31, 2022 of Bitcoin Fair Value Fair Value Level 1 Level 2 Level 3 Investment in Bitcoin 2,792.88 $ 16,561.21 $ 46,253,445 $ - $ 46,253,445 $ - The Trust determined the fair value per Bitcoin using the price provided at 4:00 p.m., New York time, by principal market. The Management Fee payable accrued in Bitcoin is converted into United States dollar amount at the period-end Bitcoin Market Price. The fluctuations arising from the effect of changes in liability denominated in Bitcoin are included with the net realized or unrealized appreciation or depreciation on investment in Bitcoin in the statements of operations. The following represents the changes in quantity and the respective fair value of Bitcoin for the nine months ended September 30, 2023: Schedule of Investment Holdings of Investments Bitcoin Fair Value Balance at January 1, 2023 2,792.88 $ 46,253,445 Bitcoin distributed for Management Fee, related party (10.20 ) (263,588 ) Bitcoin distributed for other fees (24.03 ) (662,025 ) Net realized gain on investment in Bitcoin - 802,919 Net change in unrealized appreciation on investment in Bitcoin - 28,138,840 Balance at September 30, 2023 2,758.65 $ 74,269,591 Net realized gain on the transfer of Bitcoins to pay the Management Fee and other expenses for the nine months ended September 30, 2023, was $ 796,766 802,919 6,153 28,137,651 28,138,840 1,189 The following represents the changes in quantity and the respective fair value of Bitcoin for the year ended December 31, 2022: Bitcoin Fair Value Balance at January 1, 2022 2,828.93 $ 129,756,984 Bitcoin distributed for Management Fee, related party (13.78 ) (407,612 ) Bitcoin distributed for other fees (22.27 ) (531,601 ) Net realized gain on investment in Bitcoin - 809,988 Net change in unrealized depreciation on investment in Bitcoin - (83,374,314 ) Balance at December 31, 2022 2,792.88 $ 46,253,445 Net realized gain on the transfer of Bitcoins to pay the Management Fee and other expenses for the year ended December 31, 2022, was $ 834,003 809,988 24,015 83,373,064 83,374,314 1,250 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. Income Taxes The Trust is a grantor trust for U.S. federal income tax purposes. Accordingly, the Trust will not be subject to U.S. federal income tax. Rather, each beneficial owner of Units will be treated as directly owning its pro rata share of the Trust’s assets and a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial owner of Units. In accordance with GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. As of September 30, 2023, the Trust did not have a liability for any unrecognized tax amounts for uncertain tax positions related to federal, state, and local income taxes. However, the conclusions concerning the determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance and on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of September 30, 2023, and December 31, 2022. The Trust’s 2020, 2021, and 2022 tax returns are subject to audit by federal, state and local tax authorities. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 5. Related Parties The Sponsor pays certain expenses on behalf of, and is reimbursed by, the Trust. For the three months ended September 30, 2023 and 2022 the Trust reimbursed the Sponsor the expenses in the amount of $ 76,170 153,497 662,025 364,852 For the three months ended September 30, 2023 and 2022 the Trust incurred Management Fees of $ 95,755 73,637 266,946 326,553 29,913 19,213 The Trust’s Management Fee is accrued daily in Bitcoins and will be payable, at the Sponsor’s sole discretion, in U.S. dollars or in Bitcoins at the Bitcoin Market Price in effect at the time of such payment. From inception through September 30, 2023, all Management Fees have been paid in Bitcoin to the Sponsor. On June 29, 2023, an affiliate to the Sponsor entered into an agreement to purchase 2,932,321 Units from an unaffiliated investor in a private transaction. This purchase represented approximately 35% of Units of the Trust. The transaction settled on July 14, 2023. The aggregate number of Units owned by related parties is 2,938,490, valued at $26,153,398, and 6,169, valued at $34,034 on September 30, 2023, and December 31, 2022, respectively. |
Risks and Uncertainties
Risks and Uncertainties | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 6. Risks and Uncertainties Investment in Bitcoin The Trust is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in a single asset, Bitcoin. Investing in Bitcoin is currently unregulated, highly speculative, and volatile. The net asset value of the Trust relates primarily to the value of Bitcoin held by the Trust, and fluctuations in the price of Bitcoin could materially and adversely affect an investment in the Units of the Trust. The price of Bitcoin has a limited history. During such history, Bitcoin prices have been volatile and subject to influence by many factors including the levels of liquidity. If Bitcoin exchanges continue to experience significant price fluctuations, the Trust may experience losses. Several factors may affect the price of Bitcoin, including, but not limited to, global Bitcoin supply and demand, theft of Bitcoin from global exchanges or vaults, and competition from other forms of digital currency or payment services. The Bitcoin held by the Trust are commingled and the Trust’s Unitholders have no specific rights to any specific Bitcoin. In the event of the insolvency of the Trust, its assets may be inadequate to satisfy a claim by its Unitholders. There is currently no clearing house for Bitcoin, nor is there a central or major depository for the custody of Bitcoin. There is a risk that some or all of the Trust’s Bitcoin could be lost or stolen. The Trust does not have insurance protection on its Bitcoin which exposes the Trust and its Unitholders to the risk of loss of the Trust’s Bitcoin. Further, Bitcoin transactions are irrevocable. Stolen or incorrectly transferred Bitcoin may be irretrievable. As a result, any incorrectly executed Bitcoin transactions could adversely affect an investment in the Trust. To the extent private keys for Bitcoin addresses are lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin held in the associated addresses and the private keys will not be capable of being restored. The processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of Bitcoin. The Custodian The digital assets owned by the Trust are held by the Custodian and secured in a segregated custody account. All digital asset private keys are stored in offline storage, or “cold” storage. “Cold” storage is a safeguarding method by which the private keys corresponding to digital assets are disconnected and/or deleted entirely from the internet. As a result of digital assets being stored in “cold” storage, any withdrawal and subsequent transaction request to the Custodian by the Trust requires up to twenty-four (24) hour prior notice to process. Such time delay between the withdrawal request and processing of the withdrawal may negatively impact the price of the digital asset upon sale. The Custodian provides the Trust with monthly account statements. The Custodian is independent from the Sponsor. |
Indemnifications
Indemnifications | 9 Months Ended |
Sep. 30, 2023 | |
Indemnifications | |
Indemnifications | 7. Indemnifications In the normal course of business, the Trust enters into contracts with service providers that contain a variety of representations and warranties and which provide general indemnifications. It is not possible to determine the maximum potential exposure or amount under these agreements due to the Trust having no prior claims. Based on experience, the Trust would expect the risk of loss to be remote. |
Financial Highlights
Financial Highlights | 9 Months Ended |
Sep. 30, 2023 | |
Investment Company [Abstract] | |
Financial Highlights | 8. Financial Highlights Schedule of Investment Company Financial Highlights Three months ended Three months ended Nine months ended Nine months ended Per Unit Performance (for a unit outstanding throughout the period) Net asset value per unit at beginning of period $ 10.07 $ 6.36 $ 5.52 $ 15.55 Net increase (decrease) in net assets resulting from operations Net realized gain (loss) and change in unrealized appreciation (depreciation) on investment (1.14 ) 0.21 3.47 (8.92 ) Net investment loss (0.03 ) (0.03 ) (0.09 ) (0.09 ) Net increase (decrease) in net assets resulting from operations (1.17 ) 0.18 3.38 (9.01 ) Net asset value per unit at end of period $ 8.90 $ 6.54 $ 8.90 $ 6.54 Total return (11.62 )% 2.83 % 61.23 % (57.94 )% Ratios to average net asset value Expenses 1.30 % 1.38 % 1.32 % 1.14 % Net investment loss (1.30 )% (1.38 )% (1.32 )% (1.14 )% An individual Unitholder’s return, ratios, and per Unit performance may vary from those presented above based on the timing of unit transactions. Total return and ratios to average net asset value are calculated for the unitholders taken as a whole. Ratios have been annualized for the partial periods ended September 30, 2023 and 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events There are no events that have occurred that require disclosure other than that which has already been disclosed in these notes to the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements are expressed in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The Trust is not registered with U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940. The results for the three months and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Trust’s previously reported net investment loss. |
Use of Estimates | Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The most significant estimate in the financial statements is the fair value of investments in Bitcoin. Actual results could differ from those estimates and these differences could be material. |
Cash | Cash Cash is received by the Trust from investors and converted into Bitcoin for investment. At times, bank deposits may be in excess of federally insured limits. In accordance with ASC 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows. |
Subscriptions and Redemptions of Units | Subscriptions and Redemptions of Units Proceeds received by the Trust from the issuance and sale of Units consist of Bitcoin deposits and forked or airdropped cryptocurrency coins from the Bitcoin Network, or their respective U.S. dollar cash equivalents. Such Bitcoins (or cash equivalent) will only be (1) owned by the Trust and held by the Custodian (or, if cash, used by the Sponsor to purchase Bitcoins to be held by the Custodian), (2) disbursed (or converted to U.S. dollars, if necessary) to pay the Trust’s expenses, (3) distributed to Accredited Investors (subject to obtaining regulatory approval from the SEC described below) in connection with the redemption of Units, (4) distributed (or converted to U.S. dollars, prior to distribution) to Unitholders as dividends, and (5) liquidated in the event that the Trust terminates or as otherwise required by law or regulation. The Trust conducts its transactions in Bitcoin, including receiving Bitcoin for the creation of Units and delivering Bitcoin for the redemption of Units (if a redemption program were to be established) and for the payment of the Management Fee. During June 2020, the Trust began a continuous offering of up to $ 5,000,000 154,183 5,000,000 On November 12, 2020, the Trust began an offering of an unlimited number of Units pursuant to Rule 506(c) under the Securities Act (“November 2020 Offering”). 4,206,224 On January 14, 2021, the Financial Industry Regulatory Authority (“FINRA”) determined that the Trust’s Units met the criteria for trading on the over-the-counter market (“OTC Market”). On February 16, 2021, the Trust’s Units began trading in the OTC Market, operated by OTC Markets Group, Inc., under the ticker symbol “OBTC.” On March 3, 2021, the Trust’s Units began trading in the OTCQX tier of the OTC Market, under the ticker symbol “OBTC.” Effective November 1, 2021, the Trust suspended the November 2020 Offering under Rule 506(c) under the Securities Act. As of September 30, 2023, there were 8,340,536 107,478 8,233,058 The Trust is currently not redeeming Units. On January 13, 2023, the Sponsor communicated to the Trust’s Unitholders that it is considering a redemption program for investors in the Trust and that such redemption program would likely involve limited periodic redemptions of Units, although the Trust had not ruled out the possibility of an open-ended redemption program. |
Investment Transactions and Revenue Recognition | Investment Transactions and Revenue Recognition The Trust identifies Bitcoin as an “other investment” in accordance with ASC 946. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as the net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using a first in, first out method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Management Fee and other expenses in Bitcoin. |
Management Fee | Management Fee The Trust is expected to pay the remuneration due to the Sponsor (the “Management Fee” or “Sponsor Fee”). The Management Fee is charged by the Sponsor to the Trust at an annual rate of 0.49% of the daily Net Asset Value of the Trust and accrues daily in Bitcoin. The Management Fee is payable at the Sponsor’s sole discretion, in Bitcoin or in U.S. Dollars for the Bitcoin Market Price (as defined herein) in effect for such Bitcoin at the time of payment. |
Trust Expenses | Trust Expenses In accordance with the Trust Agreement, the Sponsor bears the routine operational, administrative and other ordinary administrative operating expenses of the Trust (the “Assumed Expenses”) other than audit fees, index license fees, aggregate legal fees in excess of $ 50,000 |
Fair Value Measurements | Fair Value Measurements The Trust’s investment in Bitcoin is stated at fair value in accordance with ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Principal market is the market with the greatest volume and level of activity for Bitcoin, and the most advantageous market is defined as the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs. The principal market is generally selected based on the most liquid and reliable exchange (including consideration of the ability for the Trust to access the specific market, either directly or through an intermediary, at the end of each period). GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment. Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust. |
Definition of Net Asset Value | Definition of Net Asset Value The net asset value (“NAV”) of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s assets. The NAV is calculated on each business day and is equal to the aggregate value of the Trust’s assets less its liabilities (which include accrued but unpaid fees and expenses, both estimated and finally determined), based on the Bitcoin Market Price. In calculating the value of the Bitcoin held by the Trust on any business day, the Trust will use the market price as of 4:00 p.m. New York time. The Trust will also calculate the NAV per Unit of the Trust daily, which equals the NAV of the Trust divided by the number of outstanding Units (the “NAV per Unit”). The Trust considers 4:00 p.m. New York time as a cut off for the end of day reporting. |
Fair Value of Bitcoin (Tables)
Fair Value of Bitcoin (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring Basis | The investment measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of September 30, 2023, and December 31, 2022: Schedule of Fair Value, Assets Measured on Recurring Basis Number Per Bitcoin Amount at Fair Value Measurement Category September 30, 2023 of Bitcoin Fair Value Fair Value Level 1 Level 2 Level 3 Investment in Bitcoin 2,758.65 $ 26,922.47 $ 74,269,591 $ - $ 74,269,591 $ - Number Per Bitcoin Amount at Fair Value Measurement Category December 31, 2022 of Bitcoin Fair Value Fair Value Level 1 Level 2 Level 3 Investment in Bitcoin 2,792.88 $ 16,561.21 $ 46,253,445 $ - $ 46,253,445 $ - |
Schedule of Investment Holdings of Investments | The following represents the changes in quantity and the respective fair value of Bitcoin for the nine months ended September 30, 2023: Schedule of Investment Holdings of Investments Bitcoin Fair Value Balance at January 1, 2023 2,792.88 $ 46,253,445 Bitcoin distributed for Management Fee, related party (10.20 ) (263,588 ) Bitcoin distributed for other fees (24.03 ) (662,025 ) Net realized gain on investment in Bitcoin - 802,919 Net change in unrealized appreciation on investment in Bitcoin - 28,138,840 Balance at September 30, 2023 2,758.65 $ 74,269,591 Bitcoin Fair Value Balance at January 1, 2022 2,828.93 $ 129,756,984 Bitcoin distributed for Management Fee, related party (13.78 ) (407,612 ) Bitcoin distributed for other fees (22.27 ) (531,601 ) Net realized gain on investment in Bitcoin - 809,988 Net change in unrealized depreciation on investment in Bitcoin - (83,374,314 ) Balance at December 31, 2022 2,792.88 $ 46,253,445 |
Financial Highlights (Tables)
Financial Highlights (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investment Company [Abstract] | |
Schedule of Investment Company Financial Highlights | Schedule of Investment Company Financial Highlights Three months ended Three months ended Nine months ended Nine months ended Per Unit Performance (for a unit outstanding throughout the period) Net asset value per unit at beginning of period $ 10.07 $ 6.36 $ 5.52 $ 15.55 Net increase (decrease) in net assets resulting from operations Net realized gain (loss) and change in unrealized appreciation (depreciation) on investment (1.14 ) 0.21 3.47 (8.92 ) Net investment loss (0.03 ) (0.03 ) (0.09 ) (0.09 ) Net increase (decrease) in net assets resulting from operations (1.17 ) 0.18 3.38 (9.01 ) Net asset value per unit at end of period $ 8.90 $ 6.54 $ 8.90 $ 6.54 Total return (11.62 )% 2.83 % 61.23 % (57.94 )% Ratios to average net asset value Expenses 1.30 % 1.38 % 1.32 % 1.14 % Net investment loss (1.30 )% (1.38 )% (1.32 )% (1.14 )% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
Nov. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Units sold in offering | $ 5,000,000 | |||||||
Number of units sold in offering | 4,206,224 | 154,183 | ||||||
Units issued | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 | ||
Units oustanding | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 | 8,340,536 | ||
Assumed expenses | $ 50,000 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Units oustanding | 107,478 | |||||||
Unrestricted Stock Units RSU [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Units oustanding | 8,233,058 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets Measured on Recurring Basis (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in bitcoin, number of bitcoin | 2,758.65 | 2,792.88 | |
Investment in bitcoin, per bitcoin fair value | $ 26,922.47 | $ 16,561.21 | |
Investment in bitcoin, at fair value, units | 74,269,591 | 46,253,445 | $ 129,756,984 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in bitcoin, at fair value, units | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in bitcoin, at fair value, units | 74,269,591 | 46,253,445 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in bitcoin, at fair value, units |
Schedule of Investment Holdings
Schedule of Investment Holdings of Investments (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Schedule of Investments [Line Items] | |||||
Beginning balance | 2,792.88 | 2,828.93 | 2,828.93 | ||
Beginning balance | $ 46,253,445 | $ 129,756,984 | $ 129,756,984 | ||
Bitcoin distributed for management fee, related party | (10.20) | (13.78) | |||
Bitcoin distributed for management fee, related party | $ (263,588) | $ (407,612) | |||
Bitcoin distributed for other fees | (24.03) | (22.27) | |||
Bitcoin distributed for other fees | $ (662,025) | $ (531,601) | |||
Realized investment gain (loss) | $ 152,120 | $ 195,373 | 796,766 | $ 648,250 | 834,003 |
Investment owned, unrecognized unrealized appreciation | $ 28,138,840 | $ 28,138,840 | $ (83,374,314) | ||
Ending balance | 2,758.65 | 2,758.65 | 2,792.88 | ||
Ending balance | $ 74,269,591 | $ 74,269,591 | $ 46,253,445 | ||
On Investment in Bitcoin [Member] | |||||
Schedule of Investments [Line Items] | |||||
Realized investment gain (loss) | $ 802,919 | $ 809,988 |
Fair Value of Bitcoin (Details
Fair Value of Bitcoin (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Schedule of Investments [Line Items] | |||||
Realized investment gains (loss) | $ 152,120 | $ 195,373 | $ 796,766 | $ 648,250 | $ 834,003 |
Unrealized gain (loss) on investments | (9,648,197) | $ 1,477,767 | 28,137,651 | $ (75,016,296) | 83,373,064 |
Investment owned, unrecognized unrealized appreciation (depreciation), net | 28,138,840 | $ 28,138,840 | $ 83,374,314 | ||
Beginning balance | 2,792.88 | 2,828.93 | 2,828.93 | ||
Beginning balance | $ 46,253,445 | $ 129,756,984 | $ 129,756,984 | ||
Bitcoin distributed for management fee, related party | (10.20) | (13.78) | |||
Bitcoin distributed for management fee, related party | $ (263,588) | $ (407,612) | |||
Bitcoin distributed for other fees | (24.03) | (22.27) | |||
Bitcoin distributed for other fees | $ (662,025) | $ (531,601) | |||
Investment owned, unrecognized unrealized appreciation | $ 28,138,840 | $ 28,138,840 | $ (83,374,314) | ||
Ending balance | 2,758.65 | 2,758.65 | 2,792.88 | ||
Ending balance | $ 74,269,591 | $ 74,269,591 | $ 46,253,445 | ||
Resulting from the Change in Liabilities Denominated In Bitcoin [Member] | |||||
Schedule of Investments [Line Items] | |||||
Realized investment gains (loss) | 6,153 | 24,015 | |||
Investment owned, unrecognized unrealized appreciation (depreciation), net | $ 1,189 | 1,189 | 1,250 | ||
On Investment in Bitcoin [Member] | |||||
Schedule of Investments [Line Items] | |||||
Realized investment gains (loss) | $ 802,919 | $ 809,988 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Management fees | $ 95,755 | $ 73,637 | $ 266,946 | $ 326,553 | |
Management fee payable | 29,913 | 29,913 | $ 19,213 | ||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expense reimbursement | 76,170 | 153,497 | 662,025 | 364,852 | |
Management fees | 95,755 | $ 73,637 | 266,946 | $ 326,553 | |
Management fee payable | $ 29,913 | $ 29,913 | $ 19,213 | ||
Related party transaction, description of transaction | On June 29, 2023, an affiliate to the Sponsor entered into an agreement to purchase 2,932,321 Units from an unaffiliated investor in a private transaction. This purchase represented approximately 35% of Units of the Trust. The transaction settled on July 14, 2023. The aggregate number of Units owned by related parties is 2,938,490, valued at $26,153,398, and 6,169, valued at $34,034 on September 30, 2023, and December 31, 2022, respectively. |
Schedule of Investment Company
Schedule of Investment Company Financial Highlights (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Investment Company [Abstract] | ||||
Net asset value per unit at beginning of period | $ 10.07 | $ 6.36 | $ 5.52 | $ 15.55 |
Net realized gain (loss) and change in unrealized appreciation (depreciation) on investment | (1.14) | 0.21 | 3.47 | (8.92) |
Net investment loss | (0.03) | (0.03) | (0.09) | (0.09) |
Net increase (decrease) in net assets resulting from operations | (1.17) | 0.18 | 3.38 | (9.01) |
Net asset value per unit at ending of period | $ 8.90 | $ 6.54 | $ 8.90 | $ 6.54 |
Total return | (11.62%) | 2.83% | 61.23% | (57.94%) |
Ratios to average net asset value, expenses | 130% | 138% | 132% | 114% |
Ratios to average net asset value, net investment loss | (1.30%) | (1.38%) | (1.32%) | (1.14%) |