Bitwise 10 Crypto Index Fund - Quarter Report: 2022 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-56270

Bitwise 10 Crypto Index Fund

(Exact Name of Registrant as Specified in Its Charter)



Delaware	82-3002349
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

400 Montgomery Street,

Suite 600

San Francisco, CA 94111

(Address of Principal Executive Offices) (Zip Code)

(415) 968-1843

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Bitwise 10 Crypto Index Fund (BITW) Shares

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of the registrant’s common stock outstanding as of March 31, 2022: 20,241,947

Table of Contents



STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	i
INDUSTRY AND MARKET DATA	iii
PART I – FINANCIAL INFORMATION:	1
Item 1. Financial Statements (Unaudited)	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures about Market Risk	28
Item 4. Controls and Procedures	28
PART II – OTHER INFORMATION:	29
Item 1. Legal Proceedings	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	31
SIGNATURES	32

Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” with respect to the financial conditions, results of operations, plans, objectives, future performance and business of Bitwise 10 Crypto Index Fund (BITW) (the “Trust”). Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this Quarterly Report that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Trust’s operations, the plans of Bitwise Investment Advisers, LLC (the “Sponsor”) and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including, but not limited to, those described in Part II, Item 1A. Risk Factors. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Investors are therefore cautioned against relying on forward-looking statements. Factors which could have a material adverse effect on the Trust's business, financial condition or results of operations and future prospects or which could cause actual results to differ materially from the Trust's expectations include, but are not limited to:

• the extreme volatility of trading prices that many crypto assets, including Bitcoin, have experienced in recent periods and may continue to experience, which could have a material adverse effect on the value of the shares of the Trust;

• the recentness of the development of crypto assets and the uncertain medium-to-long term value of the shares of the Trust due to a number of factors relating to the capabilities and development of Blockchain technologies and to the fundamental investment characteristics of crypto assets;

• the value of the shares of the Trust depending on the acceptance of crypto assets and Blockchain technology, a new and rapidly evolving industry;

• the unregulated nature and lack of transparency surrounding the operations of Blockchain technologies, cryptocurrencies, and digital assets, which may adversely affect the value of the group of selected cryptocurrencies that are held by the Trust ("Portfolio Crypto Assets") and the shares of the Trust;

• the limited history of the Index (as defined herein);

• risks related to the COVID-19 pandemic, which could negatively impact the value of the Trust’s holdings and significantly disrupt its operations;

• the possibility that the shares of the Trust may trade at a price that is at, above or below the Trust’s NAV Per Share as a result of the non-current trading hours between OTCQX and markets for the Portfolio Crypto Assets;

• regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies that may affect the value of the Shares or restrict the use of one or more crypto assets, mining activity or the operation of their networks or the markets for the Portfolio Crypto Assets in a manner that adversely affects the value of the shares of the Trust;

• changes in the policies of the U.S. Securities and Exchange Commission (the “SEC”) that could adversely impact the value of the shares of the Trust;

• the possibility that the Trust or the Sponsor could be subject to regulation as a money service business or money transmitter, which could result in extraordinary expenses to the Trust or the Sponsor and also result in decreased liquidity for the Shares;

• regulatory changes or interpretations that could obligate the Trust or the Sponsor to register and comply with new regulations, resulting in potentially extraordinary, nonrecurring expenses to the Trust;

• potential delays in mail reaching the Sponsor when sent to the Trust at its registered office;

• possible requirements for the Trust to disclose information, including information relating to investors, to regulators;

• potential conflicts of interest that may arise among the Sponsor or its affiliates and the Trust;

• the potential discontinuance of the Sponsor’s continued services, which could be detrimental to the Trust;

• the possible resignation or removal of the Custodian (as defined herein) by the Sponsor; and

• additional risk factors discussed in Part II, Item 1A. Risk Factors and Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q, as well as those described from time to time in our future reports filed with the SEC.

Unless otherwise stated or the context otherwise requires, the terms “we,” “our” and “us” in this Quarterly Report on Form 10-Q refer to the Sponsor acting on behalf of the Trust.

Industry and Market Data

Although we are responsible for all disclosure contained in this Quarterly Report on Form 10-Q, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the digital asset industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Statement Regarding Forward-Looking Statements.”

iii

PART I – FINANCIAL INFORMATION:

Item 1. Financial Statements (Unaudited)

Bitwise 10 Crypto Index Fund

(formerly known as Bitwise 10 Private Index Fund, LLC)

Financial Statements (Unaudited)

March 31, 2022 and March 31, 2021

Bitwise 10 Crypto Index Fund

Table of Contents



Financial Statements (Unaudited)

Statement Financial Condition	3

Schedules of Investments	4

Statements of Operations	5

Statements of Changes in Net Assets	6

Notes to Financial Statements	7

Bitwise 10 Crypto Index Fund

Statements of Financial Condition

March 31, 2022 (unaudited) and December 31, 2021


Assets	March 31, 2022 (unaudited)			December 31, 2021
Investments in digital assets, at fair value (cost $371,108,415 and $365,043,367)	$	911,404,346		$	958,115,187
Cash		2,067,916			18,534,761
Other assets		2,180			2,180
Total Assets	$	913,474,442		$	976,652,128

Liabilities
Management fees payable	$	1,902,880		$	2,034,342
Subscriptions received in advance		79,823			301
Capital withdrawals payable		301			79,823
Total Liabilities		1,983,004			2,114,466
Net Assets	$	911,491,438		$	974,537,662

Net Assets consists of:
Paid-in-capital		427,764,344			427,764,344
Accumulated net investment loss		(31,245,983	)		(26,026,765	)
Accumulated net realized gain (loss) on investments in digital assets		(25,322,851	)		(20,271,737	)
Net unrealized appreciation on investments in digital assets		540,295,928			593,071,820
Net Assets	$	911,491,438		$	974,537,662
Shares issued and outstanding, no par value (unlimited shares authorized)		20,241,947			20,241,947
Net asset value per share	$	45.03		$	48.14

See accompanying notes to financial statements (unaudited).

Bitwise 10 Crypto Index Fund

Schedules of Investments

March 31, 2022 (unaudited)


	Units		Fair Value		Percentage of Shareholders' Equity
Investments in digital assets, at fair value
Bitcoin		12,186.4969	$	555,650,030		60.96	%
Ethereum		77,204.3805		253,552,310		27.82
Solana		206,342.6772		25,373,959		2.78
Cardano		20,684,769.8454		23,750,253		2.61
Avalanche		158,465.6520		14,979,758		1.64
Polkadot		697,436.9240		14,876,330		1.63
Polygon		4,432,383.6458		7,200,407		0.79
Litecoin		44,960.6783		5,586,364		0.61
Cosmos		186,280.3872		5,355,561		0.59
Chainlink		301,267.7366		5,079,374		0.56
Total investments in digital assets, at fair value (cost $371,108,415)			$	911,404,346		99.99
Other assets in excess of liabilities				87,092		0.01
Net Assets			$	911,491,438		100.00	%

December 31, 2021


	Units		Fair Value		Percentage of Shareholders' Equity
Investments in digital assets, at fair value
Bitcoin		12,475.6558	$	572,231,636		58.72	%
Ethereum		78,234.5412		285,145,344		29.26
Solana		204,175.6196		34,352,548		3.53
Cardano		22,428,062.5169		28,941,172		2.97
Polygon		4,647,380.3452		11,418,613		1.17
Algorand		4,208,152.1524		6,924,935		0.71
Litecoin		46,487.4378		6,697,910		0.69
Chainlink		314,935.5479		6,005,821		0.62
Bitcoin Cash		12,742.5405		5,359,895		0.55
Avalanche		4,851.3970		519,342		0.05
Uniswap		30,776.6772		517,971		0.05
Total investments in digital assets, at fair value (cost $365,043,367)			$	958,115,187		98.32
Other assets in excess of liabilities				16,422,475		1.68
Net Assets			$	974,537,662		100.00	%

See accompanying notes to financial statements (unaudited).

Bitwise 10 Crypto Index Fund

Statements of Operations (Unaudited)

For the three months ended March 31, 2022 and March 31, 2021


	Three Months Ended March 31,
	2022 (unaudited)			2021 (unaudited)
Expenses
Management fees	$	5,218,398		$	4,909,445
Transaction and other fees		820			816
Total Expenses		5,219,218			4,910,261
Net Investment loss		(5,219,218	)		(4,910,261	)
Net realized and change in unrealized gain (loss) on investments
Net realized gain (loss) from digital assets		(5,051,114	)		(128,174	)
Net change in unrealized appreciation (depreciation) from digital assets		(52,775,892	)		473,156,278
Net realized and change in unrealized gain (loss) on investments		(57,827,006	)		473,028,104
Net increase (decrease) in Net Assets resulting from operations	$	(63,046,224	)	$	468,117,843

See accompanying notes to financial statements (unaudited).

Bitwise 10 Crypto Index Fund

Statement of Changes in Net Assets (Unaudited)

For the three months ended March 31, 2022 and 2021


	Three Months Ended March 31,
	2022 (unaudited)			2021 (unaudited)
Increase in net assets from operations:
Net investment loss	$	(5,219,218	)	$	(4,910,261	)
Net realized gain (loss) from digital assets		(5,051,114	)		(128,174	)
Net change in unrealized appreciation (depreciation) from digital assets		(52,775,892	)		473,156,278
Net increase (decrease) in net assets resulting from operations		(63,046,224	)		468,117,843
Increase in net assets from capital share transactions:
Subscriptions		—			161,036,568
Net increase in net assets resulting from capital share transactions		—			161,036,568
Total increase (decrease) in net assets from operations and capital share transactions		(63,046,224	)		629,154,411
Net Assets:
Beginning of Period		974,537,662			373,240,438
End of Period	$	911,491,438		$	1,002,394,849
Change in Shares outstanding:
Shares outstanding at beginning of period		20,241,947			15,132,240
Subscriptions		—			4,647,510
Net increase (decrease) in shares		—			4,647,510
Shares outstanding at end of period		20,241,947			19,779,750

See accompanying notes to financial statements (unaudited).

Bitwise 10 Crypto Index Fund

Notes to Comparative Financial Statements (unaudited)

1. Organization

Bitwise 10 Crypto Index Fund (the “Trust”) is a Delaware Statutory Trust that commenced operations on November 22, 2017. The Trust’s name was changed from “Bitwise Hold 10 Private Index Fund, LLC” on September 24, 2018, and changed again from “Bitwise 10 Private Index Fund, LLC” on May 1, 2020 when it was also simultaneously converted from a Delaware Limited Liability Company to a Delaware Statutory Trust. Bitwise Investment Advisers, LLC, is the sponsor (“Sponsor”) and investment adviser of the Trust. Bitwise Asset Management, Inc, an affiliate of the Sponsor, served as the Manager before the Trust’s conversion to a Delaware Statutory Trust. Delaware Trust Company is the Trustee of the Trust, and American Stock Transfer & Trust Company is the Transfer Agent of the Trust.

On December 9, 2020, the Trust received notice that its Shares were qualified for public trading on the OTCQX U.S. Marketplace of the OTC Markets Group, Inc. (“OTCQX”). The Trust’s trading symbol on OTCQX is “BITW” and the CUSIP number for its Shares is 091749101.

The Trust’s principal investment objective is to invest in a portfolio of broad-based cryptocurrencies that tracks the Bitwise 10 Large Cap Crypto Index (the “Index”), which is administered by Bitwise Index Services, LLC (the “Index Provider”), an affiliate of the Sponsor. The Trust rebalances monthly alongside the Index to stay current with changes.

All shareholders are subject to a 2.5% per annum Management Fee and are referred to as the Investor Class. Pursuant to the Agreement and Plan of Conversion executed as of May 1, 2020, the Trust converted from a Delaware Limited Liability Company to a Delaware Statutory Trust.

Theorem Fund Services, LLC (the “Administrator”) serves as the Trust’s Administrator and performs certain administrative and accounting services on behalf of the Trust.

Bitwise 10 Crypto Index Fund

Notes to Comparative Financial Statements (unaudited)

2. Significant Accounting Policies

Basis of Presentation

The financial statements are expressed in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Trust is an investment company 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.

The accompanying comparative financial statements are unaudited, but in the opinion of management of the Sponsor, contain all adjustments (which include normal recurring adjustments) considered necessary to present fairly the financial position of the Trust as of March 31, 2022 and December 31, 2021 and the results of operations for the three months ended March 31, 2022 and 2021. These interim financial statements should be read in conjunction with the Trust’s annual report on Form 10-K for the year ended December 31, 2021. Interim period results are not necessarily indicative of results for a full-year period.

Pursuant to the Statement of Cash Flows Topic of the Codification, 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.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make 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 income and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash represents cash deposits held at financial institutions and digital asset exchanges. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits.

Investments and Valuation

The Trust’s investments in digital assets are stated at fair value. For a further discussion of the Trust’s calculations of valuation, please see “—Calculation of Valuation” in the footnote below. Digital assets are generally valued using prices as reported on reputable and liquid exchanges and may involve utilizing an average of bid and ask quotes using closing prices provided by such exchanges as of the date and time of determination ("Calculation of Valuation" below). Factors such as the recent stability of the exchange, current liquidity of the exchange, and recent price activity of an exchange will be considered as to the determination of which exchanges to utilize. The time used is 4:00 pm ET which corresponds to 20:00 UTC during Daylight Savings Time and 21:00 UTC during non-Daylight Savings Time. The Sponsor’s Valuation Policy provides a listing of preferred exchanges. While some digital assets are valued based on prices reported in the public markets, other digital assets may be more thinly-traded or subject to irregular trading activity. Determinations on the value of certain digital assets, and how to value such assets as to which limited prices or quotations are available, are based on the Sponsor’s recommendations or instructions.

Digital asset transactions are recorded on the trade date. Realized gains and losses from digital asset transactions are determined using the identified cost method. Any change in net unrealized gain or loss is reported in the statement of operations. Commissions and other trading fees are reflected as an adjustment to cost or proceeds at the time of the transaction.

Calculation of Valuation

Bitwise 10 Crypto Index Fund

Notes to Comparative Financial Statements (unaudited)

outstanding in order to determine the NAV per share. As a result of the Sponsor’s responsibility in this regard, any errors, discontinuance or changes in such valuation calculations may have had an adverse effect on the value of the Shares. The Sponsor instituted this valuation policy in order to generate fair value estimates because it determined that such policy was in the best interest of shareholders, as it would avoid misstatements in valuation of the assets potentially arising from deviations in pricing across the digital asset market, and because of the fragmented nature of the digital asset trading ecosystem. As a result, management applied this valuation technique which it determined to be appropriate given the circumstances.

Following the filing of its Form 10, the Sponsor conducted a complete review of its process for determining fair valuation in the presentation of its financial statements and calculation of NAV. In this process, the Sponsor evaluated whether or not the identification of a principal market for each of the Trust’s assets for valuation purposes, during each period for which the Trust created and had audited its financial statements, would have created a material difference in the Trust’s estimated fair value or assets. In conjunction, the Sponsor determined to undertake a change in valuation policy for the fair valuation of cryptocurrencies held in the Trust. As a result, the Sponsor developed a revised process for the determination of a principal market for each asset based on this consideration and disclosed and implemented this change in valuation policy and accounting policy prior to the creation of financial statements for the period ending September 30, 2021. The Blended Bitwise Crypto Asset Price is no longer used for any calculations by the Trust, including NAV Per Share, NAV of the Trust or fair valuations for any Portfolio Crypto Asset.

The process that the Sponsor developed for identifying a principal market, as described in FASB ASC 820-10, which outlines the application of fair value accounting, was to begin by identifying publicly available, well established and reputable cryptocurrency exchanges selected by the Sponsor and its affiliates in their sole discretion, including BitFlyer, Binance, Bitstamp, Bittrex, Coinbase, itBit, Kraken, Gemini and Poloniex, and then calculating, on each valuation period, the highest volume exchange during the 60 minutes prior to 4:00 pm ET for each asset. In evaluating the markets that could be considered principal markets, the Trust considered whether or not the specific markets were accessible to the Trust, either directly or through an intermediary, at the end of each period.

In conducting this review, the Sponsor also retroactively applied this process for identifying a principal market to the prior periods of reported financial results, including the fiscal years ended 2018, 2019 and 2020, to determine whether or not any material or significant differences would have resulted from the application of a different valuation policy in the creation of each financial statement (e.g., comparing the fair value prices determined using the existing and previous valuation methodology to the hypothetical fair value prices using an identified principal market for each asset) and to consider whether management’s use of the previous valuation policy would have created any material departures from a valuation policy of identifying a principal market.

The Sponsor’s results conclude that there were no material or significant differences in valuation or to the financial statements as previously presented when using the policy of identifying a principal market described above as compared to the previous valuation methodology for any period since the Trust commenced operations. Included within the net change in unrealized appreciation (depreciation) within the Trusts' Statement of Operations for the quarter ended March 31, 2021 is $244,938, representing the immaterial difference in the Trust's fair market value of digital assets at the beginning of the year determined using the Blended Bitwise Crypto Asset Price and the Principal Market Price.

The following provides an overview of the Principal Market and the Principal Market Prices for Portfolio Crypto Assets that comprised the majority of the Trust’s assets for the quarter ended March 31, 2022.


Asset	Principal Market Price		Principal Market
Bitcoin (BTC)	$	45,595.55	Coinbase
Ethereum (ETH)	$	3,284.17	Coinbase
Solana (SOL)	$	122.97	Coinbase
Cardano (ADA)	$	1.15	Coinbase
Avalanche (AVAX)	$	94.53	Coinbase
Polkadot (DOT)	$	21.33	Coinbase
Polygon (MATIC)	$	1.62	Coinbase
Litecoin (LTC)	$	124.25	Coinbase
Cosmos (ATOM)	$	28.75	Coinbase
Chainlink (LINK)	$	16.86	Coinbase

Bitwise 10 Crypto Index Fund

Notes to Comparative Financial Statements (unaudited)

3. Fair Value Measurements

The Trust carries its investments at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. 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. Fair value investments are not adjusted for transaction costs.

In determining fair value, the Trust uses various valuation approaches. A fair value hierarchy for inputs is 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 are to be used when available. 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.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. These inputs may include (a) quoted prices for similar assets in active markets, (b) quoted prices for identical or similar assets in markets that are not active, (c) inputs other than quoted prices that are observable for the asset, or (d) inputs derived principally from or corroborated by observable market data by correlation or other means.

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 from investment to investment and are affected by a wide variety of factors, including the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

The following summarizes the Trust’s assets accounted for at fair value at March 31, 2022.


	Level 1		Level 2		Level 3		Total
Assets
Investments in digital assets, at fair value	$	911,404,346	$	—	$	—	$	911,404,346

The following summarizes the Trust’s assets accounted for at fair value at December 31, 2021.


	Level 1		Level 2		Level 3		Total
Assets
Investments in digital assets, at fair value	$	958,115,187	$	—	$	—	$	958,115,187

4. Risks and Uncertainties

Digital Assets

Digital assets are loosely regulated and there is no central marketplace for currency exchange. Supply is determined by a computer code, not by a central bank, and prices have been extremely volatile. Digital asset exchanges have been closed due to fraud, failure or security breaches. Any of the Trust’s assets that reside on an exchange that shuts down may be lost. At March 31, 2022 and December 31, 2022, digital assets of approximately $1,216,700 and $1,037,000 reside on exchanges, respectively.

Several factors may affect the price of digital assets, including, but not limited to: supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of digital assets or the use of digital assets as a form of payment. There is no assurance that digital assets will maintain their long-term value in terms of purchasing power in the future, or that acceptance of digital asset payments by mainstream retail merchants and commercial businesses will continue to grow.

Bitwise 10 Crypto Index Fund

Notes to Comparative Financial Statements (unaudited)

Digital Asset Regulation

As digital assets have grown in popularity and market size, various countries and jurisdictions have begun to develop regulations governing the digital assets industry. To the extent that future regulatory actions or policies limit the ability to exchange digital assets or utilize them for payments, the demand for digital assets will be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert digital assets into fiat currency (e.g., U.S. dollars) or use digital assets to pay for goods and services. Such regulatory actions or policies could result in a reduction of demand, and in turn, a decline in the underlying digital asset unit prices.

The effect of any future regulatory change on the Trust or digital assets in general is impossible to predict, but such change could be substantial and adverse to the Trust and the value of the Trust’s investments in digital assets.

Custody of Digital Assets

Coinbase Custody Trust Company, LLC (the “Custodian”) serves as the Trust’s Custodian for digital assets for which qualified custody is available. The Custodian is subject to change in the sole discretion of the Sponsor. At March 31, 2022 and December 31, 2021, digital assets of approximately $910,187,600 and $957,078,000 are held by the Custodian, respectively.

Digital Asset Trading is Volatile and Speculative

Digital assets represent a speculative investment and involve a high degree of risk. Prices of digital assets have fluctuated widely for a variety of reasons including uncertainties in government regulation and may continue to experience significant price fluctuations. If digital asset markets continue to be subject to sharp fluctuations, Shareholders may experience losses as the value of the Trust’s investments decline. Even if Shareholders are able to hold their Shares in the Trust for the long-term, their Shares may never generate a profit, since digital asset markets have historically experienced extended periods of flat or declining prices, in addition to sharp fluctuations.

Over-the-Counter Transactions

Some of the markets in which the Trust may execute its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Trust to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Trust to suffer a loss. Such “counterparty risk” is accentuated for digital assets where the Trust has concentrated its transactions with a single or small group of counterparties. The Trust is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, the Trust has no internal credit function that evaluates the creditworthiness of its counterparties. The ability of the Trust to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparty’s financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Trust.

No FDIC or SIPC Protection

The Trust is not a banking institution or otherwise a member of the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Accordingly, deposits or assets held by the Trust are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions. The Trust’s cryptocurrency custodians do however carry bespoke insurance policies related to the cryptocurrencies over which they provide custody.

The Trust must adapt to technological change in order to secure and safeguard client accounts. While management believes they have developed an appropriate proprietary security system reasonably designed to safeguard the Trust’s digital assets from theft, loss, destruction or other issues relating to hackers and technological attack, such assessment is based upon known technology and threats. To the extent that the Trust is unable to identify and mitigate or stop new security threats, the Trust’s digital assets may be subject to theft, loss, destruction or other attack, which could have a negative impact on the performance of the Trust or result in loss of the Trust’s digital assets.

Bitwise 10 Crypto Index Fund

Notes to Comparative Financial Statements (unaudited)

Risks Associated With a Cryptocurrency Majority Control

Since cryptocurrencies are virtual and transactions in such currencies reside on distributed networks, governance of the underlying distributed network could be adversely altered should any individual or group obtain 51% control of the distributed network. Such control could have a significant adverse effect on either the ownership or value of the cryptocurrency.

Transaction Authentication

As of the date of these financial statements, the transfer of digital currency assets from one party to another typically relies on an authentication process by an outside party known as a miner. In exchange for compensation, the miner will authenticate the transfer of the currency through the solving of a complex algorithm known as a proof of work, or will vouch for the transfer through other means, such as a proof of stake. Effective transfers of and therefore realization of cryptocurrency, digital assets and tokens are dependent on interactions from these miners or forgers. In the event that there were a shortage of miners to perform this function, that shortage could have an adverse effect on either the fair value or realization of the cryptocurrency assets.

Other Risks

Management continues to evaluate the impact of the COVID-19 pandemic, including new variant strains of the underlying virus, current or anticipated military conflict, including between Russia and Ukraine, terrorism, sanctions and other geopolitical events as well as adverse developments in the economy, the capital markets and the Blockchain markets, including rising energy costs, inflation and interest rates, in the United States and globally, and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics, and has concluded that while it is reasonably possible that these events could have a negative effect on the financial performance and operations of the Trust, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

5. Income Taxes

The Trust is classified as a partnership for U.S. federal income tax purposes. The Trust does not record a provision for U.S. federal, U.S. state or local income taxes because the Shareholders report their share of the Trust’s income or loss on their income tax returns. The Trust files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions.

The Trust is required to determine whether its tax positions are more likely than not to be sustained on examination by the applicable taxing authority, based on the technical merits of the position. Tax positions not deemed to meet a more likely than not threshold would be recorded as a tax expense in the current year. As of March 31, 2022 and December 31, 2021, the Trust has determined that no provision for income taxes is required and no liability for unrecognized tax benefits has been recorded. The Trust does not expect that its assessment related to unrecognized tax benefits will materially change over the next 12 months. However, the Trust’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, the nexus of income among various tax jurisdictions; compliance with U.S. federal, U.S. state, and tax laws of jurisdictions in which the Trust operates in; and changes in the administrative practices and precedents of the relevant authorities. The Trust is required to analyze all open tax years. Open tax years are those years that are open for examination by the relevant income taxing authority. As of December 31, 2021, the 2020, 2019 and 2018 tax years remain open for examination. There were no examinations in progress at period end.

6. Shareholders’ Equity

Subscriptions

In-Kind Subscriptions

The Sponsor may, at its sole discretion, accept digital assets (“In-Kind Investments”) in lieu of, or in addition to, cash as payment for investment in the Trust. Such In-Kind Investments are valued using the same digital asset prices as per the Trust’s valuation policy at any given valuation date as of 4:00 pm ET on the date of the subscription. As of November 18, 2021, the Sponsor to the Trust has closed the acceptance of all subscriptions to the Bitwise 10 Crypto Index Fund, pursuant to its rights under Sections 5 and 6 of the Trust Agreement.

Bitwise 10 Crypto Index Fund

Notes to Comparative Financial Statements (unaudited)

Withdrawals

In connection with the Trust seeking approval for the quotation of its Shares on OTCQX, the Trust halted the withdrawal program on October 7, 2020.

Allocation of Profits and Losses

Prior to May 1, 2020, when the dual class structure was eliminated, income or loss (prior to the calculation of the Management Fee (as defined below)) attributable to the Trust was allocated to each Class in proportion to each Class’ capital account balance.

7. Related Party Transactions

The Trust considers the Sponsor, its directors and employees to be related parties of the Trust. In consideration for the management services to be provided to the Trust, the Sponsor will receive from the Trust a management fee (the “Management Fee”) payable monthly, in arrears at a rate of 2.5% per annum.

The Sponsor may, in its discretion, waive, reduce or rebate the Management Fee with respect to any Shareholder or group of Shareholders (which group may, but need not, include all Shareholders), including affiliates of the Sponsor; provided that such waiver, reduction or rebate shall not increase the Management Fee payable in respect of any other Shareholder.

For the periods January 1, 2022 to March 31, 2022 and January 1, 2021 to March 31, 2021, the Shareholders were charged Management Fees of $5,218,398 and $4,909,445, respectively, of which $1,902,880 and $2,034,342 remained payable as of March 31, 2022 and 2021, respectively.

The Sponsor paid all expenses related to the initial offering, organization and start-up of the Trust and will not seek reimbursement for such amounts. The Sponsor is responsible for all ordinary operating expenses of the Trust, including administrative, custody, legal, audit, insurance, and other operating expenses.

8. Indemnifications

In the normal course of business, the Trust enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. The Trust expects the risk of any future obligation under these indemnifications to be remote.

9. Financial Highlights

The following presents the financial highlights for the three month periods ended March 31, 2022 and March 31, 2021.

Bitwise 10 Crypto Index Fund

Notes to Comparative Financial Statements (unaudited)


	Three months ended March 31, 2022				Three months ended March 31, 2021
Per Share Performance	Investor Class				Investor Class
(for a share outstanding throughout the period)

Net asset value per share at beginning of period	$	48.14			$	24.67

Net increase (decrease) in Net Assets resulting from operations:
Net realized and change in unrealized on investments (1)		(2.85	)			26.27
Net investment loss (1)		(0.26	)			(0.26	)
Net increase (decrease) in Net Assets resulting from operations		(3.11	)			26.01

Net asset value per share at end of period	$	45.03			$	50.68

Total return		(6.47	)	%		105.43		%

Supplemental Data
Ratios to average net asset value(2)
Expenses		2.51		%		2.76		%
Net investment loss		(2.51	)	%		(2.76	)	%
Net Assets at end of period	$	911,491,438			$	1,002,394,849
Average net assets(3)	$	833,208,157			$	783,874,649
Portfolio turnover		3.72		%		1.50		%

Total returns are calculated based on the change in value of a share during the period. The total return and the ratios to average net asset value are calculated for each class as a whole. An individual Shareholder’s return and ratios may vary based on the timing of capital transactions. Ratios have been annualized for the periods ended March 31, 2022 and 2021; total returns and portfolio turnover have not been annualized.

(1)

Net investment loss per share is calculated by dividing the net investment loss by the average number of shares outstanding during the period. Net realized and change in unrealized gain on investments is a balancing amount necessary to reconcile the change in net asset value per share with the other per share information.

(2)

Annualized.

(3)

Based on the average of month-end net assets.

10. Subsequent Events

The Sponsor has evaluated subsequent events through May 11, 2022, the date the financial statements were available to be issued, and has determined that there are no other subsequent events that require disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with U.S. GAAP. The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those set forth under Part II, Item 1A. Risk Factors in this Quarterly Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Form 10-Q, which have been prepared in accordance with U.S. GAAP. The following discussion may contain forward-looking statements based on current expectations that involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Part II. Item 1A. Risk Factors,” “Statement Regarding Forward-Looking Statements” or in other sections of this Form 10-Q.

Trust Overview

The Trust is a Delaware Statutory Trust that issues units of fractional undivided beneficial interest in the form of shares, which represent ownership in the Trust ("Shares").

The purpose of the Trust is to make it easier for an investor to invest in the cryptocurrency market as a whole, without having to pick specific tokens, manage a portfolio, and constantly monitor ongoing news and developments. Although the Shares are not the exact equivalent of a direct investment in cryptocurrencies, they provide investors with an alternative that constitutes a relatively cost-effective, professionally managed way to participate in cryptocurrency markets. The Trust holds a portfolio of cryptocurrencies, referred to as the Portfolio Crypto Assets.

In furtherance of this objective, the activities of the Trust include (i) issuing Shares in exchange for subscriptions, (ii) selling or buying Portfolio Crypto Assets in connection with monthly rebalancing, (iii) selling Portfolio Crypto Assets as necessary to cover the Management Fee (as defined below) and/or any Organizational Expenses (as defined below), (iv) causing the Sponsor to sell Portfolio Crypto Assets upon any potential future termination of the Trust, and (v) engaging in all administrative and security procedures necessary to accomplish such activities in accordance with the provisions of the Trust Agreement, and the Custodian Agreement (as defined below).

The Trust’s principal investment objective is to invest in a Portfolio of cryptocurrencies that tracks the Bitwise 10 Large Cap Crypto Index (the "Index") as closely as possible with certain exceptions determined by the Sponsor in its sole discretion. In addition, in the event the Portfolio Crypto Assets being held by the Trust present opportunities to generate returns in excess of the Index (for example, airdrops, emissions, forks, or similar network events) the Sponsor may also pursue these incidental opportunities on behalf of the Trust as part of the investment objective if in its sole discretion the Sponsor deems such activities to be possible and prudent. The Trust believes that it has met its principal investment objective. As of March 31, 2022, there was a correlation of 99.98% between the Portfolio Crypto Assets and the assets included in the Index. The Trust is aware that the market price of the Trust’s shares may deviate from the net asset value (“NAV”) of the shares, and the market price may at times be significantly above or below the shares’ NAV. The NAV of the Trust is calculated by summing the assets and liabilities and the NAV Per Share is calculated by dividing the total NAV by the shares outstanding. However, the Trust believes that any such deviation does not affect the Trust’s principal investment objective, as the Trust does not maintain or promote any business objectives related to the market trading price of its shares. Furthermore, under Regulation M, the Trust as issuer of the Shares is not permitted to take any actions that would seek to reconcile the NAV of the Shares and the market price of the Shares, and the Trust would not undertake business objectives that it was legally restricted from achieving.

The Trust and the Sponsor have entered into a limited, non-exclusive, revocable license agreement with Bitwise Index Services, LLC (the “Index Provider”), an affiliate of the Trust that is controlled by the same parent entity as the Sponsor, at no cost to the Trust or the Sponsor allowing the Trust to use the Index as the benchmark index for the Trust (the “License Agreement”).

Results of Operations

Financial Information for the Three Months ended March 31, 2022 and 2021

The following table sets forth statements of operations data for the three months ended March 31, 2022 and 2021.

Statement of Operations (Unaudited)


	Three Months Ended March 31,
	2022 (unaudited)			2021 (unaudited)
Expenses
Management fees	$	5,218,398		$	4,909,445
Transaction and other fees		820			816
Total Expenses		5,219,218			4,910,261
Net Investment loss		(5,219,218	)		(4,910,261	)
Net realized and change in unrealized gain (loss) on investments
Net realized gain (loss) from digital assets		(5,051,114	)		(128,174	)
Net change in unrealized appreciation (depreciation) from digital assets		(52,775,892	)		473,156,278
Net realized and change in unrealized gain (loss) on investments		(57,827,006	)		473,028,104
Net increase (decrease) in Net Assets resulting from operations	$	(63,046,224	)	$	468,117,843

Comparison of the three-month periods ended March 31, 2022 and 2021

The following provides a discussion of the material items that impacted the Trust’s financial condition during the applicable periods:

Management fees

The Sponsor charges the Trust a Management Fee payable monthly, in arrears, in an amount equal to 2.5% per annum (1/12th of 2.5% per month) of the net asset value of the Trust’s assets at the end of each month. Management fees for the three months ended March 31, 2022 were $5,218,398 compared to management fees for the three months ended March 31, 2021 of $4,909,445. This change was due to an increase in the Trust’s net asset value due to an increase in the value of the Portfolio Crypto Assets held by the Trust as a result of the fair market value of the Assets (see “—Schedules of Investments” below) and new Shareholder subscriptions.

Net realized gain (loss) from digital assets

Net realized loss from digital assets for the three months ended March 31, 2022 was $5,051,114 compared to net realized loss from digital assets for the three months ended March 31, 2021 of $128,174. This change was due to fluctuations in the value of the Portfolio Crypto Assets.

For the three-month period ended March 31, 2022, the Trust recorded net realized losses from sales of Algorand and Bitcoin Cash of approximately $4,116,639 and $1,354,758, respectively, among the gains and losses realized in smaller amounts from the sale of other portfolio crypto assets. These sales were made as a result of rebalancing activity, sales of portfolio crypto assets to raise money to pay the management fee, and general fund management.

For the three month period ended March 31, 2021 the Trust recorded net realized losses from sales of Bitcoin of approximately $995,776 and recorded net realized gains of approximately $645,639 and $216,402 from sales of Tezos and Cosmos, respectively, among gains and losses realized in smaller amounts from the sale of other portfolio crypto assets. These sales were made as a result of rebalancing activity, sales of portfolio crypto assets to raise money to pay the management fee, and general fund management.

Net change in unrealized appreciation (depreciation) from digital assets

Net change in unrealized depreciation from digital assets for the three months ended March 31, 2022 was $52,775,892 compared to net change in unrealized appreciation from digital assets for three months ended March 31, 2021 of $473,156,278. The primary factor for the change were related to a decrease in the value of the Portfolio Crypto Assets held by the Trust as a result of the fair market value of the Assets (see “Schedules of Investments” below).

For the three-month period ended March 31, 2022 the Trust recorded net unrealized depreciation from digital assets of Bitcoin and Ethereum of approximately $6,140,721 and $30,161,988, respectively, among the unrealized gains and losses in smaller amounts of other portfolio crypto assets.

For the three-month period ended March 31, 2021 the Trust recorded net unrealized appreciation from digital assets of Bitcoin and Ethereum of approximately $373,469,506 and $82,450,267, respectively, among the unrealized gains and losses in smaller amounts of other portfolio crypto assets.

Net increase (decrease) in net assets resulting from operations

The Trust’s net decrease in net assets resulting from operations for the three-month period ended March 31, 2022 was $63,046,224 compared to a net increase in net assets resulting from operations of $468,117,843 for the three-month period ended March 31, 2021. The primary factor that impacted 2022 net increase (decrease) in net assets resulting from operations compared to 2021 net increase (decrease) in net assets resulting from operations was a large decrease in net realized and change in unrealized gain on investments from a net loss of $57,827,006 in 2022 compared to a net gain of $473,028,104 in 2021. The primary factors for the change were an decrease in the value of the Portfolio Crypto Assets held by the Trust as a result of the fair market value of the Assets (see “Schedules of Investments” below) and new Shareholder subscriptions.

Management Fee

The Sponsor is responsible for paying for all ordinary administrative and overhead expenses of managing the Trust, including payment of rent, custody charges or flat rate fees for holding the Trust’s assets charged by the Custodian and customary fees and expenses of the Trustee, Administrator and Auditor (including costs incurred for appraisal or valuation expenses associated with the preparation of the Trust’s financial statements, tax returns and other similar reports and excluding indemnification and extraordinary costs). The Sponsor also pays for all expenses associated with the operation of the Trust, including for example, fees associated with quotation of the Shares on the OTCQX, registration with the SEC, and fees associated with retaining and maintaining the Transfer Agent. “Trading commissions” or trading fees paid to trading venues (also known as exchanges) or intermediaries (such as trading technology or digital asset brokerage firms) that assist in trade execution for accessing digital asset liquidity are charged to the Trust and may either be included in the cost of the digital assets acquired by or disposed of by the Trust or may appear as explicit costs in addition to the price of the digital asset. Trading fees and commissions are charged to the Trust and may appear in the financial statements as “Transaction and other fees” in the Financial Statements’ Statement of Operations in the Expenses category or may be included in the cost of the digital assets acquired by the Trust.

There is no ceiling to the Trust’s expenses that the Sponsor will pay. However, the Sponsor retains the right to cause the Trust to pay indemnification and extraordinary expenses, and these Trust expenses are not covered by the Management Fee. The Trust may incur certain extraordinary expenses including, but not limited to, any non-customary costs and expenses including indemnification and extraordinary costs of the Administrator and Auditor, costs of any litigation or investigation involving Trust activities, and workout and restructuring and indemnification expenses.

Shareholder Subscriptions

As of November 18, 2021, the Sponsor to the Trust has closed the acceptance of all subscriptions to the Bitwise 10 Crypto Index Fund, pursuant to its rights under Sections 5 and 6 of the Trust Agreement. At this time, the Sponsor has no plans to reopen subscriptions to the Bitwise 10 Crypto Index Fund. There were no shareholder subscriptions during the quarter ended March 31, 2022.

Capital Resources and Liquidity

The Trust generally holds only a very small cash balance, and is otherwise fully invested in order to maintain its investment objective of tracking the Index. When selling Portfolio Crypto Assets to pay the Management Fee, the Sponsor endeavors to sell an exact amount of Portfolio Crypto Assets needed in order to pay such expenses in order to minimize the Trust’s holdings of assets other than Portfolio Crypto Assets. As a consequence, the Sponsor expects the Trust will typically have a very small cash balance at each reporting period. Cash may also be held in the Trust after a subscription from Shareholder is funded (or sent to the Trust’s bank account) but not yet invested in Portfolio Crypto Assets, or after a redemption from a redeeming Shareholder had been processed (e.g., by raising cash through the sale of Portfolio Crypto Assets) but not yet paid to the redeeming Shareholder.

As described above, in exchange for the Management Fee, the Sponsor is responsible for payment of almost all of the expenses incurred by the Trust. As a result, the only material ordinary expense of the Trust during the periods covered by this Registration Statement was the Management Fee. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.

Value of Portfolio Crypto Assets

As described in the Risk Factors set out in our Form 10-K filed with the SEC on March 11, 2022, the prices of the various Portfolio Crypto Assets held by the Trust are subject to extreme volatility. This volatility had a significant impact on the value of the Portfolio Crypto Assets for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 and the year ended December 31, 2021.

As shown below in the “Schedules of Investments,” the decrease in total investments in digital assets from January 1, 2022 to March 31, 2022 was due primarily to a decrease in the value of the Portfolio Crypto Assets and to a lesser extent, by the sale of various Portfolio Crypto Assets to pay the Management Fee.

Shareholder Subscriptions and Redemptions

During the period from January 1, 2022 to March 31, 2022, there were no subscriptions or redemptions of Shares. There were 20,241,947 Shares outstanding as of March 31, 2022.

Schedules of Investments

The following provides details on the Portfolio Crypto Assets that comprise the Trust’s assets.

Three-Months Ended March 31, 2022 and the Twelve-Months Ended December 31, 2021


	Bitcoin Cash (BCH)
	Units			Fair Value
Balance at January 1, 2022		12,742.5405		$	5,359,895
Purchases		—			—
Sales		(12,742.5405	)		(3,640,273	)
Net realized loss on investment		—			(1,354,758	)
Net change in unrealized appreciation on investment		—			(364,864	)
Balance at March 31, 2022		—		$	—

	Ethereum (ETH)
	Units			Fair Value
Balance at January 1, 2022		78,234.5412		$	285,145,344
Purchases		139.2303			500,000
Sales		(1,169.3910	)		(3,127,161	)
Net realized gain/loss on investment		—			1,196,115
Net change in unrealized appreciation on investment		—			(30,161,988	)
Balance at March 31, 2022		77,204.3805		$	253,552,310

	Chainlink (LINK)
	Units			Fair Value
Balance at January 1, 2022		314,935.5479		$	6,005,821
Purchases		—			—
Sales		(13,667.8113	)		(257,000	)
Net realized gain/loss on investment		—			(165,056	)
Net change in unrealized appreciation on investment		—			(504,391	)
Balance at March 31, 2022		301,267.7366		$	5,079,374

	Bitcoin (BTC)
	Units			Fair Value
Balance at January 1, 2022		12,475.6559		$	572,231,636
Purchases		0.2467			10,031
Sales		(289.4057	)		(11,621,521	)


Net realized gain on investment		—			1,170,607
Net change in unrealized appreciation on investment		—			(6,140,723	)
Balance at March 31, 2022		12,186.4969		$	555,650,030

	Litecoin (LTC)
	Units			Fair Value
Balance at January 1, 2022		46,487.4378		$	6,697,910
Purchases		—			—
Sales		(1,527.7595	)		(166,500	)
Net realized gain/loss on investment		—			(120,832	)
Net change in unrealized appreciation on investment		—			(824,214	)
Balance at March 31, 2022		44,960.6783		$	5,586,364

	Cardano (ADA)
	Units			Fair Value
Balance at January 1, 2022		22,428,062.5169		$	28,941,172
Purchases		—			—
Sales		(1,743,292.6715	)		(1,683,336	)
Net realized gain/loss on investment		—			(1,123,750	)
Net change in unrealized appreciation on investment		—			(2,383,833	)
Balance at March 31, 2022		20,684,769.8454		$	23,750,253

	Algorand (ALGO)
	Units			Fair Value
Balance at January 1, 2022		4,208,152.1524		$	6,924,935
Purchases		12,540.2930			—
Sales		(4,220,692.4454	)		(3,908,361	)
Net realized gain/loss on investment		—			(4,116,639	)
Net change in unrealized appreciation on investment		—			1,100,065
Balance at March 31, 2022		—		$	—

	Cosmos (ATOM)
	Units			Fair Value
Balance at January 1, 2022		—		$	—
Purchases		196,280.3872			5,637,500
Sales		(10,000.0000	)		(284,815	)
Net realized gain/loss on investment		—			(2,185	)
Net change in unrealized appreciation on investment		—			5,061
Balance at March 31, 2022		186,280.3872		$	5,355,561

	Polygon (MATIC)
	Units			Fair Value
Balance at January 1, 2022		4,647,380.3452		$	11,418,613
Purchases		170,151.6000			280,000
Sales		(385,148.2994	)		(595,185	)
Net realized gain/loss on investment		—			(130,241	)
Net change in unrealized appreciation on investment		—			(3,772,780	)
Balance at March 31, 2022		4,432,383.6458		$	7,200,407

	Solana (SOL)
	Units			Fair Value
Balance at January 1, 2022		204,175.6196		$	34,352,548
Purchases		3,782.7109			435,000
Sales		(1,615.6533	)		(158,889	)
Net realized gain on investment		—			(178,007	)
Net change in unrealized appreciation on investment		—			(9,076,693	)
Balance at March 31, 2022		206,342.6772		$	25,373,959



	Uniswap (UNI)
	Units			Fair Value
Balance at January 1, 2022		30,776.6772		$	517,971
Purchases		—			—
Sales		(30,776.6772	)		(522,624	)
Net realized gain on investment		—			(198,193	)
Net change in unrealized appreciation on investment		—			202,846
Balance at March 31, 2022		—		$	—

	Avalanche (AVAX)
	Units			Fair Value
Balance at January 1, 2022		4,851.3970		$	519,342
Purchases		153,704.3680			16,879,828
Sales		(90.1130	)		(7,238	)
Net realized gain on investment		—			(2,771	)
Net change in unrealized appreciation on investment		—			(2,409,403	)
Balance at March 31, 2022		158,465.6520		$	14,979,758

	Polkadot (DOT)
	Units			Fair Value
Balance at January 1, 2022		—		$	—
Purchases		698,610.9294			13,346,710
Sales		(1,174.0054	)		—
Net realized gain on investment		—			(25,404	)
Net change in unrealized appreciation on investment		—			1,555,024
Balance at March 31, 2022		697,436.9240		$	14,876,330

As of March 31, 2022, Bitcoin represented 60.97% of the total Portfolio Crypto Assets held by the Trust, and Ethereum represented 27.82%, while the remaining 11.21% of the Portfolio Crypto Assets were comprised of Chainlink, Litecoin, Cardano, Cosmos, Polygon, Solana, Avalanche and Polkadot.


	Bitcoin (BTC)
	Units			Fair Value
Balance at January 1, 2021		10,784.1481		$	314,622,646
Purchases		3,375.5931			133,881,461
Sales		(1,684.0854	)		(69,117,975	)
Net realized loss on investment		—			(8,287,493	)
Net change in unrealized appreciation on investment		—			201,132,997
Balance at December 31, 2021		12,475.6558		$	572,231,636

	Bitcoin Cash (BCH)
	Units			Fair Value
Balance at January 1, 2021		10,473.1301		$	3,580,941
Purchases		3,191.2557			1,491,876
Sales		(921.8453	)		(465,000	)
Net realized gain/loss on investment		—			(1,239,749	)
Net change in unrealized appreciation on investment		—			1,991,827
Balance at December 31, 2021		12,742.5405		$	5,359,895

	Aave (AAVE)
	Units			Fair Value
Balance at January 1, 2021		—		$	—
Purchases		9,100.3093			2,807,453
Sales		(9,100.309	)		(2,990,141	)
Net realized gain/loss on investment		—			182,688
Net change in unrealized appreciation on investment		—			—
Balance at December 31, 2021		—		$	—



	Cosmos (ATOM)
	Units			Fair Value
Balance at January 1, 2021		—		$	—
Purchases		440,893.7699			9,039,284
Sales		(440,893.7699	)		(10,660,838	)
Net realized gain on investment		—			1,621,554
Net change in unrealized appreciation on investment		—			—
Balance at December 31, 2021		—		$	—

	EOS (EOS)
	Units			Fair Value
Balance at January 1, 2021		538,167.0251		$	1,394,797
Purchases		850,154.5864			5,520,968
Sales		(1,388,321.6115	)		(5,994,212	)
Net realized gain/loss on investment		—			(1,483,649	)
Net change in unrealized appreciation on investment		—			562,096
Balance at December 31, 2021		—		$	—

	Ethereum (ETH)
	Units			Fair Value
Balance at January 1, 2021		60,056.7369		$	44,737,962
Purchases		26,509.5107			40,689,802
Sales		(8,331.7065	)		(22,836,676	)
Net realized gain/loss on investment		—			4,596,726
Net change in unrealized appreciation on investment		—			217,957,530
Balance at December 31, 2021		78,234.5412		$	285,145,344

	Chainlink (LINK)
	Units			Fair Value
Balance at January 1, 2021		198,197.5054		$	2,221,197
Purchases		132,409.5218			3,104,263
Sales		(15,671.4793	)		(350,501	)
Net realized gain/loss on investment		—			(197,325	)
Net change in unrealized appreciation on investment		—			1,228,187
Balance at December 31, 2021		314,935.5479		$	6,005,821

	Uniswap (UNI)
	Units			Fair Value
Balance at January 1, 2021		—		$	—
Purchases		291,035.0629			5,404,677
Sales		(260,258.3857	)		(4,482,461	)
Net realized gain/loss on investment		—			(201,399	)
Net change in unrealized appreciation on investment		—			(202,846	)
Balance at December 31, 2021		30,776.6772		$	517,971

	Stellar (XLM)
	Units			Fair Value
Balance at January 1, 2021		11,528,862.8879		$	1,454,725
Purchases		5,302,871.7523			1,672,356
Sales		(16,831,734.6402	)		(4,636,994	)
Net realized gain/loss on investment		—			943,964
Net change in unrealized appreciation on investment		—			565,949
Balance at December 31, 2021		—		$	—

	Litecoin (LTC)
	Units			Fair Value
Balance at January 1, 2021		41,163.3951		$	5,121,885
Purchases		12,148.3537			1,929,049


Sales		(6,824.3110	)		(896,500	)
Net realized gain on investment		—			(166,782	)
Net change in unrealized appreciation on investment		—			710,258
Balance at December 31, 2021		46,487.4378		$	6,697,910

	Tezos (XTZ)
	Units			Fair Value
Balance at January 1, 2021		439,012.4222		$	883,392
Purchases		101,543.2320			302,482
Sales		(540,555.6542	)		(1,850,093	)
Net realized gain on investment		—			652,978
Net change in unrealized appreciation on investment		—			11,241
Balance at December 31, 2021		—		$	—

	Cardano (ADA)
	Units			Fair Value
Balance at January 1, 2021		—		$	—
Purchases		22,698,896.2268			30,896,591
Sales		(270,833.7099	)		(555,000	)
Net realized gain on investment		—			181,000
Net change in unrealized appreciation on investment		—			(1,581,418	)
Balance at December 31, 2021		22,428,062.5169		$	28,941,172

	Algogrand (ALGO)
	Units			Fair Value
Balance at January 1, 2021		—		$	—
Purchases		4,208,152.1524			8,025,000
Sales		—			—
Net realized gain on investment		—			—
Net change in unrealized appreciation on investment		—			(1,100,064	)
Balance at December 31, 2021		4,208,152.1524		$	6,924,935

	Polygon (MATIC)
	Units			Fair Value
Balance at January 1, 2021		—		$	—
Purchases		4,687,598.4165			8,817,500
Sales		(40,218.0713	)		(45,000	)
Net realized gain on investment		—			(30,675	)
Net change in unrealized appreciation on investment		—			2,676,787
Balance at December 31, 2021		4,647,380.3452		$	11,418,613

	Filecoin (FIL)
	Units			Fair Value
Balance at January 1, 2021		—		$	—
Purchases		51,960.8487			9,163,965
Sales		(51,960.8487	)		(3,033,137	)
Net realized gain on investment		—			(6,130,828	)
Net change in unrealized appreciation on investment		—			—
Balance at December 31, 2021		—		$	—

	Avalanche (AVAX)
	Units			Fair Value
Balance at January 1, 2021		—		$	—
Purchases		4,851.3970			—
Sales		—			518,000
Net realized gain on investment		—			—
Net change in unrealized appreciation on investment		—			1,342
Balance at December 31, 2021		4,851.3970		$	519,342



	Solana (SOL)
	Units		Fair Value
Balance at January 1, 2021		—	$	—
Purchases		204,175.6196		8,895,800
Sales		—		—
Net realized gain on investment		—		—
Net change in unrealized appreciation on investment		—		25,456,748
Balance at December 31, 2021		204,175.6196	$	34,352,548

As of December 31, 2021, Bitcoin represented 59.72% of the total Portfolio Crypto Assets held by the Trust, and Ethereum represented 29.76%, while the remaining 10.52% of the Portfolio Crypto Assets were comprised of Solana, Cardano, Polygon, Algorand, Litecoin, Chainlink, Bitcoin Cash, Uniswap and Avalanche.

Off-Balance Sheet Arrangements

The Trust is not a party to any off-balance sheet arrangements.

Significant Accounting Policies

Basis of Presentation

Transactions of digital assets have been accounted for analogizing to existing accounting standards that management believes are appropriate to the circumstances.

Use of Estimates

Cash

Investments and Valuation

Calculation of Valuation

For all periods through the quarterly period ended June 30, 2021, the NAV Per Share, the NAV of the Trust, and the fair valuations for each Portfolio Crypto Asset were calculated by the Trust’s administrator in reliance on the fair value of each portfolio crypto asset based on the blended average approach for calculating the price of a digital asset (the "Blended Bitwise Crypto Asset Price"), which the Sponsor was responsible for calculating. The Sponsor provided this price to the administrator, and the administrator used this price (multiplied by the Trust’s holdings) for each asset to determine the fair value of the Trust’s assets. The administrator then subtracted the Trust’s liabilities to determine the Trust’s NAV. The administrator then divided this value by the Trust’s shares outstanding in order to determine the NAV per share. As a result of the Sponsor’s responsibility in this regard, any errors, discontinuance or changes in such valuation calculations may have had an adverse effect on the value of the Shares. The Sponsor instituted this valuation policy in order to generate fair value estimates because it determined that such policy was in the best interest of shareholders, as it would

avoid misstatements in valuation of the assets potentially arising from deviations in pricing across the digital asset market, and because of the fragmented nature of the digital asset trading ecosystem. As a result, management applied this valuation technique which it determined to be appropriate given the circumstances.

Following the filing of its Form 10, the Sponsor conducted a complete review of its process for determining fair valuation in the presentation of its financial statements and calculation of NAV. In this process, the Sponsor evaluated whether or not the identification of a principal market for each of the Trust’s assets for valuation purposes, during each period for which the Trust created and had audited its financial statements, would have created a material difference in the Trust’s estimated fair value or assets. In conjunction, the Sponsor determined to undertake a change in valuation policy for the fair valuation of cryptocurrencies held in the Trust. As a result, the Sponsor developed a revised process for the determination of a principal market for each asset based on this consideration and implemented this revised process prior to the creation of financial statements for the period ended September 30, 2021. The Blended Bitwise Crypto Asset Price is no longer used for any calculations by the Trust, including NAV Per Share, NAV of the Trust or fair valuations for any Portfolio Crypto Asset.

The process that the Sponsor developed for identifying a principal market, as described in FASB ASC 820-10, which outlines the application of fair value accounting, was to begin by identifying publicly available, well established and reputable cryptocurrency exchanges selected by the Sponsor and its affiliates in their sole discretion, including BitFlyer, Binance, Bitstamp, Bittrex, Coinbase, itBit, Kraken, Gemini and Poloniex, and then calculating, on each valuation period, the highest volume exchange during the 60 minutes prior to 16:00 ET for each asset. In evaluating the markets that could be considered principal markets, the Trust considered whether or not the specific markets were accessible to the Trust, either directly or through an intermediary, at the end of each period.

In conducting this review, the Sponsor also retroactively applied this process for identifying a principal market to the prior periods of reported financial results, including the fiscal years ended 2018, 2019 and 2020 and for the six-month period ended June 30, 2021, to determine whether or not any material or significant differences would have resulted from the application of a different valuation policy in the creation of each financial statement (e.g., comparing the fair value prices determined using the existing and previous valuation methodology to the hypothetical fair value prices using an identified principal market for each asset) and to consider whether management’s use of the previous valuation policy would have created any material departures from a valuation policy of identifying a principal market.

The Sponsor’s results conclude that there were no material or significant differences in valuation or to the financial statements as previously presented when using the policy of identifying a principal market described above as compared to the previous valuation methodology for any period since the Trust commenced operations, as the average difference in valuation prices was in all cases less than 0.05% or five one hundredths of one percent for each asset for each period measured, and that such differences are determined to be immaterial in all cases by the Sponsor.

The following provides an overview of the Principal Market and the Principal Market Prices for Portfolio Crypto Assets that comprised the majority of the Trust’s assets for the period ended March 31, 2022.


Asset	Principal Market Price		Principal Market
Bitcoin (BTC)	$	45,595.55	Coinbase
Ethereum (ETH)	$	3,284.17	Coinbase
Solana (SOL)	$	122.97	Coinbase
Cardano (ADA)	$	1.15	Coinbase
Avalanche (AVAX)	$	94.53	Coinbase
Polkadot (DOT)	$	21.33	Coinbase
Polygon (MATIC)	$	1.62	Coinbase
Litecoin (LTC)	$	124.25	Coinbase
Cosmos (ATOM)	$	28.75	Coinbase
Chainlink (LINK)	$	16.86	Coinbase

Valuation during the periods presented

During the periods presented, the trust carried its investments at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. 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. Fair value investments are not adjusted for transaction costs. The Trust utilized this method for purposes of calculating the Trust’s NAV.

In determining fair value, the Trust uses a single, principal market valuation approach. A fair value hierarchy for inputs is 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 are to be used when available. 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.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following summarizes the Trust’s assets accounted for at fair value at March 31, 2022.


	Level 1		Level 2		Level 3		Total
Assets
Investments in digital assets, at fair value	$	911,404,346	$	—	$	—	$	911,404,346

The following summarizes the Trust’s assets accounted for at fair value at December 31, 2021.


	Level 1		Level 2		Level 3		Total
Assets
Investments in digital assets, at fair value	$	958,115,187	$	—	$	—	$	958,115,187

During the period, all of the Trust’s assets were considered “Level 1” valuations, because the valuations were based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. These inputs may include (a) quoted prices for similar assets in active markets, (b) quoted prices for identical or similar assets in markets that are not active, (c) inputs other than quoted prices that are observable for the asset, or (d) inputs derived principally from or corroborated by observable market data by correlation or other means.

The Trust generally records receipt of a new digital asset created due to a Hard Fork at the time the Hard Fork is effective. The Trust’s methodology for determining effectiveness of the fork is when two or more recognized exchanges quote prices for the forked coin. Some exchanges and custodians do not honor Hard Forks or may honor Hard Forks in the future. In such cases, the Trust will record receipt of the new digital asset at the time two or more recognized exchanges begin quoting prices for the asset. Although the Trust records the asset into its books and records at the time the fork is effective, as described above, the Trust’s custodian may take an extended period of time to make the forked asset available for transfer, and it may never make the forked asset available for transfer, which could lead to either the Trust holding the asset longer than it would otherwise hold the asset (if it was freely transferrable), or a complete write-down in the value of the forked asset. The Trust does not allocate any of the original digital asset’s cost to the new digital asset and recognizes unrealized gains equal to the fair value of the new digital asset received.

There were no Hard Forks during the period that were not initially recognized but were subsequently recognized.

The Trust intermittently receives Airdrops of new digital assets. The use of Airdrops is generally to promote the launch and use of new digital assets by providing a small amount of such new digital assets to the private wallets or exchange accounts that support the new digital asset and that hold existing related digital assets. Unlike Hard Forks, Airdropped digital assets can have substantially different Blockchain technology that has no relation to any existing digital asset, and many Airdrops may be without value. The Trust records receipt of Airdropped digital assets when received if there is value to the Trust in doing so. Digital assets received from

Airdrops have no cost basis and the Trust recognizes unrealized gains equal to the fair value of the new digital asset received. There were no Airdrops recognized or not recognized during the fiscal year ended December 31, 2021 or the fiscal year ended December 31, 2020.

Income Taxes

Financial Instruments with Off-Balance-Sheet Risk

Digital Assets

Digital assets are loosely regulated and there is no central marketplace for currency exchange. Supply is determined by a computer code, not by a central bank, and prices have been extremely volatile. Digital asset exchanges have been closed due to fraud, failure or security breaches. Any of the Trust’s assets that reside on an exchange that shuts down may be lost. At March 31, 2022 and December 31, 2021, $1,216,700 and $1,037,000 reside on exchanges, respectively.

Digital Asset Regulation

As digital assets have grown in popularity and market size, various countries and jurisdictions have begun to develop regulations governing the digital assets industry. To the extent that future regulatory actions or policies limit the ability to exchange digital assets or utilize them for payments, the demand for digital assets will be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert digital assets into fiat currency (e.g., U.S. dollars) or use digital assets to pay for goods and services. Such regulatory actions or policies would result in a reduction of demand, and in turn, a decline in the underlying digital asset unit prices.

Custody of Digital Assets

The Custodian serves as the Trust’s Custodian for digital assets for which qualified custody is available. The Custodian is subject to change in the sole discretion of the Sponsor. At March 31, 2022 and December 31, 2021, digital assets of approximately $910,187,600 and $957,078,000 are held by the Custodian, respectively.

Digital Asset Trading is Volatile and Speculative

a profit, since digital asset markets have historically experienced extended periods of flat or declining prices, in addition to sharp fluctuations.

Over-the-Counter Transactions

No FDIC or SIPC Protection

The Trust is not a banking institution or otherwise a member of the FDIC or the SIPC. Accordingly, deposits or assets held by the Trust are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions. The Trust’s cryptocurrency Custodian does however carry bespoke insurance policies related to the cryptocurrencies over which it provides custody.

Risks Associated with a Cryptocurrency Majority Control

Transaction Authentication

As of the date of these financial statements, the transfer of digital currency assets from one party to another typically relies on an authentication process by an outside party known as a Miner. In exchange for compensation, the Miner will authenticate the transfer of the currency through the solving of a complex algorithm known as a proof of work, or will vouch for the transfer through other means, such as a proof of stake. Effective transfers of and therefore realization of cryptocurrency, digital assets and tokens are dependent on interactions from these Miners or forgers. In the event that there were a shortage of Miners to perform this function, that shortage could have an adverse effect on either the fair value or realization of the cryptocurrency assets.

Other Risks

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Trust Agreement does not authorize the Trustee to borrow for payment of the Trust’s ordinary expenses. The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk. The Trust does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor, and to the Board of Directors of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that the Trust’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, these internal controls.

PART II – OTHER INFORMATION:

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Except as noted below, there have been no material changes to the Risk Factors last reported under Item 1A of the registrant’s annual report on Form 10-K.

The Trust is subject to the risk of cybercrime and security breaches and incidents.

The Trust and the Sponsor rely on information technologies and infrastructure to manage the Trust and Index, including digital storage of Trust assets, marketing strategies and information relating to Shareholders and other individuals. Data maintained in digital form is subject to the risk of intrusion, tampering and theft. The incidence of malicious technology-related events, such as cyberattacks, computer hacking, computer viruses, worms, ransomware or other destructive or disruptive software, denial of service attacks or other malicious activities is on the rise worldwide. Power outages, equipment failure, natural disasters (including extreme weather), terrorist activities or human error may also affect our systems and those of our third-party service providers, and result in disruption of our services or loss or improper disclosure of personal data, business information or other confidential information. In addition, retaliatory acts by Russia in response to Western sanctions could include cyber attacks that could disrupt the economy or that could also either directly or indirectly impact our operations.

Likewise, the foregoing activities, including cyberattacks, hacking, and other malicious activities, and various other causes, including employee and contractor error, negligence, and malfeasance may lead to security breaches or incidents suffered by the Trust, the Sponsor, or their respective service providers. Security breaches and incidents, as well as improper use of social media, by employees and others may pose a risk that sensitive data, such as personal information, strategic plans and trade secrets, could be exposed to third parties or to the general public or otherwise lost, stolen, rendered unavailable, or accessed, altered, used, disclosed, or otherwise processed in unauthorized manners. The Trust and Sponsor utilize third parties, including third-party “cloud” computing services, to store, transfer or process data, and system failures or network disruptions or breaches or incidents impacting the systems of such third parties could adversely affect the reputation or business of the Trust and Sponsor and lead to the same or similar consequences as a breach or incident suffered by the Trust or Sponsor. Any such breaches, incidents, breakdowns, or disruptions, or the perception that any of these has occurred, could result in legal claims, investigations or proceedings by governmental entities or private parties, adverse publicity and harm to reputation, a loss of Shareholders, and fines, penalties, damages, and other liabilities, under laws, regulations, and other actual and asserted obligations relating to privacy, data protection, and cybersecurity. In addition, breaches and incidents and other inappropriate access can be difficult to detect, and any delay in identifying them and responding to or otherwise remediating them may lead to increased harm of the types described above. Efforts to develop, implement and maintain security measures are costly, may not be successful in preventing these events from occurring and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Further, significant resources could be required to be expended to remediate and otherwise respond to security breaches and incidents, including in connection with making notifications to individuals or entities in connection with any actual or suspected security breaches or incidents or implementing additional security measures. Security risks also are heightened with many employees and contractors of the Trust, the Sponsor, and their respective service providers working remotely.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

The Trust offers the Shares pursuant to Rule 506 of Regulation D under the Securities Act. The Shares offered by the Trust have not been registered under the Securities Act, or any state or other securities laws, and were offered and sold only to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the Securities Act, and in compliance with any applicable state or other securities laws.

The table below describes the Shares offered, the Shares sold and the average and range of prices at which the Shares were offered and sold by the Trust. All Shares initially offered and sold by the Trust are restricted securities pursuant to Rule 144 under the Securities Act. Until the Shares sold by the Trust become unrestricted in accordance with Rule 144, the certificates or other documents evidencing the Shares will contain legends stating that the Shares have not been registered under the Securities Act and referring to the restrictions on transferability and sale of the Shares under the Securities Act. Such legends are removed upon Shares becoming unrestricted in accordance with Rule 144.

To date, no Shares, other securities of the Trust, or options to acquire such other securities were issued in exchange for services provided by any person or entity.


Period	Shares Offered	Shares Sold1		Number of Purchasers		Avg. Price Per Share1		High Price Per Share1		Date		Low Price Per Share1		Date
January 1, 2021 to March 31, 2021	Unlimited		4,647,510		536	$	34.65	$	51.02	3/30/21		$	28.82	1/21/21
March 31, 2021 to June 30, 2021	Unlimited		335,785		192	$	49.03	$	60.39	5/11/21		$	31.44	6/22/21
June 30, 2021 to September 30, 2021	Unlimited		40,296		39	$	41.15	$	53.19	9/2/21		$	28.62	7/20/21
September 30, 2021 to December 31, 2021	Unlimited		86,116		15	$	62.13	$	68.87	11/9/21		$	52.36	10/5/21
January 1, 2022 to March 31, 2022	Unlimited		—		—		—		—		—		—		—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit Number	Exhibit Description

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

32.2*	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in exhibit 101)

* These exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the SEC and are not incorporated by reference in any filing of Bitwise 10 Crypto Index Fund under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Bitwise Investment Advisers, LLC as Sponsor of Bitwise 10 Crypto Index Fund (BITW)

By:	/s/ Hunter Horsley
	Name:	Hunter Horsley
	Title:	Chief Executive Officer (Principal Executive Officer)*

By:	/s/ Paul Fusaro
	Name:	Paul Fusaro
	Title:	Title: President (Principal Financial Officer and Principal Accounting Officer)*

Date: May 11, 2022

* The Registrant is a trust and the persons are signing in their capacities as officers or directors of Bitwise Investment Advisers, LLC, the Sponsor of the Registrant.