Amendment No.5

As filed with the Securities and Exchange Commission on December 30, 2014

Registration No. 333-189752

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 5 to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WINKLEVOSS BITCOIN TRUST

Sponsored by Math-Based Asset Services, LLC

(Exact name of Registrant as specified in its charter)

Delaware 6221 [ ] (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.)

30 West 24th Street, 4th Floor

New York, NY 10010

(646) 751-4444

(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)

The Corporation Trust Company

1209 Orange Street

Wilmington (New Castle County), DE 19801

(302) 658-7581

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Evan L. Greebel, Esq.

Kathleen H. Moriarty, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, NY 10022

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨

Calculation of Registration Fee

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per Share(1) Proposed maximum aggregate offering price(1) Amount of

registration fee(2) Winklevoss Bitcoin Shares 1,000,000 $20.09 $20,090,000.00 $2,470.28

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933. Each Share comprising the initial Baskets of Shares represents 0.20 bitcoins and is offered at a per Share price equal to the price equal to the number of bitcoins comprising such Share. The price of bitcoins is based on a weighted average of the average of the high and low transaction prices of bitcoins on June 27, 2013 on three major Bitcoin Exchange sites: Mt. Gox, BitStamp and BTC-e. On June 27, 2013, this price was $100.45/bitcoin.

(2) $2,470.28 was previously paid in the initial filing of the registration statement on Form S-1, filed on July 1, 2013.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated December 30, 2014

[LOGO]

[ ] W INKLEVOSS B ITCOIN S HARES

WINKLEVOSS BITCOIN TRUST

The Winklevoss Bitcoin Trust (Trust) will issue Winklevoss Bitcoin Shares (Shares), which represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trusts purpose is to hold bitcoins, which are a digital commodity based on the math-based protocols used by the decentralized, peer-to-peer Bitcoin computer network. Math-Based Asset Services, LLC is the sponsor of the Trust (Sponsor), Delaware Trust Company is the trustee of the Trust (Trustee), [ ] is both the administrator (Administrator) and trust agency service provider (Trust Agency Service Provider) of the Trust, and [ ] is the custodian of the Trust (Custodian), using proprietary and patent-pending technology to transfer and hold the Trusts bitcoins. The Trust intends to issue additional Shares on a continuous basis.

The Shares may be purchased from the Trust only in one or more blocks of [50,000] Shares (a block of [50,000] Shares is called a Basket). The Trust will issue Shares in Baskets to certain authorized participants (Authorized Participants) on an ongoing basis as described in Plan of Distribution. Baskets will be offered continuously at the net asset value (NAV) for [50,000] Shares on the day that an order to create a Basket is accepted by the Administrator. The Trust will not issue fractions of a Basket.

Prior to this offering, there has been no public market for the Shares. The Shares will be listed and trade on the NASDAQ OMX (NASDAQ) under the symbol COIN.

Investing in the Shares involves significant risks. See Risk Factors starting on page [9]. Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Shares are neither interests in nor obligations of the Sponsor or the Trustee.

The Trust will issue Shares from time to time to Authorized Participants in Baskets, as described in Creation and Redemption of Shares. It is expected that these Shares will then be distributed to the public by Authorized Participants through sale on the NASDAQ. It is expected that the Shares will be sold to the public at varying prices to be determined by reference to, among other considerations, the price of the bitcoins represented by each Share and the trading price of the Shares on the NASDAQ at the time of each sale.

On [ ], [INITIAL PURCHASER] (Initial Purchaser), subject to conditions, purchased [ ] Shares, which comprise the initial Baskets, as described in Plan of Distribution. Delivery of the initial Baskets will be made on or about [ ]. It is expected that the Initial Purchaser will distribute these Shares to the public through sale on the NASDAQ. The Trust received all proceeds from the offering of the initial Baskets in set amounts of bitcoins in an amount equal to the full price for the initial Baskets. The number of bitcoins representing a Share in the initial Baskets was [0.20] bitcoins.

Neither the Initial Purchaser nor the Authorized Participants will receive a selling commission from the Trust in consideration of their distribution of Shares to the public through sale on the NASDAQ. Purchasers of Shares may be subject to customary brokerage charges. Investors should review the terms of their brokerage accounts for details on applicable charges.

Per Share(1) Per Basket Public offering price for the initial Baskets $ [ ] $ [ ]

(1) The initial Baskets were created at a per Share price equal to the Winkdex spot price of [ ] bitcoins on the date of formation of the Trust.

The date of this prospectus is [ ], 2014.

TABLE OF CONTENTS

This prospectus contains information investors should consider when making an investment decision about the Shares. Investors may rely on the information contained in this prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides an investor with different or inconsistent information, that investor should not rely on it. This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.

The Shares are not registered for public sale in any jurisdiction other than the United States.

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STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements with respect to the Trusts financial conditions, results of operations, plans, objectives, future performance and business. Statements preceded by, followed by or that include words such as may, should, expect, plan, anticipate, believe, estimate, predict, potential or similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions (for Digital Math-Based Assets, bitcoins and the Shares), the Trusts operations, the Sponsors plans 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. 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 the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See Risk Factors.

Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trusts operations or the value of the Shares. Should one or more of these risks discussed in Risk Factors or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. 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 placing undue reliance on forward-looking statements.

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PROSPECTUS SUMMARY This is only a summary of the prospectus and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this prospectus which is material and/or which may be important to you. You should read this entire prospectus, including Risk Factors beginning on page [9], before making an investment decision about the Shares. Trust Structure The Trust is a Delaware statutory trust, organized on December 30, 2014, under the Delaware Statutory Trust Act (DSTA) and operates pursuant to the Trust Agreement between the Sponsor and the Trustee (Trust Agreement), which sets forth the respective rights and duties of the Sponsor and the Trustee and authorizes the Sponsor, on behalf of the Trust, to enter into a custody agreement (Trust Custody Account Agreement) with a custodian. [ ] (Custodian) serves as custodian to the Trust under the Trust Custody Account Agreement, which establishes the segregated custody account of the Trust that will be used to hold the bitcoins deposited with the Custodian on behalf of the Trust (Trust Custody Account). The Trust holds bitcoins, which are a digital commodity that is not issued by any government, bank or central organization. Bitcoins are based on an open source math-based protocol existing on an online, peer-to-peer computer network that hosts the public transaction ledger, known as the Blockchain, and the software source code that provides the rules for bitcoin movement and ownership and the peer-to-peer computer network (Bitcoin Network or Bitcoin). The Bitcoin software source code includes the math-based protocols that govern the creation of bitcoins and the cryptography system that secures and verifies transactions in bitcoins. Bitcoins themselves have no physical existence beyond the record of transactions on the Blockchain. The Blockchain serves as a public record of the custody of all bitcoins and the flow of funds in all Bitcoin transactions, including the initial creation allocation of bitcoins to a digital wallet and all subsequent movements of bitcoins in later transactions between users digital wallets. The Bitcoin Network utilizes the Blockchain to evidence the existence of bitcoins in any users digital wallet. Bitcoin digital wallets are accessed and may be used to receive or send bitcoins through a digital address together with a public key and private key that are part of the Bitcoin Networks cryptographic security mechanism. The Trust is expected from time to time to issue Baskets in exchange for deposits of bitcoins and to distribute bitcoins in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of Bitcoins, as measured by the Winklevoss Index SM (Winkdex ® ), less the Trusts expenses. The Sponsor believes that, for many investors, the Shares will represent a cost-effective and convenient means to access exposure to bitcoins. The material terms of the Trust Agreement are discussed in greater detail under the section Description of the Trust Agreement. The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and are expected to be traded under the ticker symbol COIN on the NASDAQ. The Trusts Sponsor is Math-Based Asset Services, LLC. The Sponsor is a Delaware limited liability company formed on May 9, 2013, and is wholly-owned by Winklevoss Capital Management LLC. Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, Winklevoss Capital Management LLC, the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor. The Sponsor will be the exclusive licensee, within the field of use of operation of an exchange traded fund, of certain patent-pending intellectual property regarding the operation of the Trust and the Trusts hardware and software security system (Security System). Winklevoss IP LLC is the owner of and is licensing to the Sponsor such intellectual property for use by the Trust and its service providers in the operation of the Trust.

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The Sponsor arranged for the creation of the Trust and will arrange for the registration of the Shares for their public offering in the United States and their listing on the NASDAQ. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustees monthly fee and expenses, including indemnification amounts, reimbursable under the Trust Agreement, the Administrators monthly fee and expenses reimbursable under the Trust Servicing Agreement, the Trust Agency Service Providers monthly fee and expenses under the Trust Agency Service Provider Agreement, the Custodians monthly fee and expenses reimbursable under the Trust Custody Agreement, Exchange listing fees, US Securities and Exchange Commission (SEC) registration fees, printing and mailing costs, audit fees, up to $[ ] per annum in marketing expenses and up to $[100,000] per annum in legal expenses. The Sponsor will also pay the costs of the Trusts organization and the initial sale of the Shares, including the applicable SEC registration fees. Delaware Trust Company, a Delaware trust company, acts as the trustee of the Trust for the purpose of creating a Delaware statutory trust in accordance with the DSTA. The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware. The duties of the Trustee will be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under the Delaware Statutory Trust Act. To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Shareholders, such duties and liabilities will be replaced by the duties and liabilities of the Trustee expressly set forth in the Trust Agreement. The Trustee will have no obligation to supervise, nor will it be liable for, the acts or omissions of the Sponsor, Administrator, Trust Agency Service Provider, Custodian or any other Person. [ ], the Administrator of the Trust, is generally responsible for the day-to-day administration of the Trust under the Trust Servicing Agreement and in accordance with the provisions of the Trust Agreement. This includes (1) receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Trust Agency Service Provider and The Depository Trust Company (DTC), (2) calculating the NAV of the Trust and the NAV per Share, (3) instructing the Custodian to transfer the Trusts bitcoins as needed to pay the remuneration due to the Sponsor (Sponsors Fee) in bitcoins (such bitcoin transfers are expected to occur approximately monthly in the ordinary course), (4) instructing the Custodian to transfer the Trusts bitcoins as needed to pay any extraordinary Trust expenses that are not assumed by the Sponsor and (5) selling or directing the sale of the Trusts remaining bitcoins at termination of the Trust and distributing the cash proceeds to the owners of beneficial interests in the Shares (Shareholders) of record. The Trusts Trust Agency Service Provider is [ ], who is authorized by the Sponsor under the Trust Agreement to serve as the transfer agent in accordance with the provisions of the Trust Agency Service Provider Agreement. The Trust Agency Service Provider, among other things, provides transfer agent services with respect to the creation and redemption of Baskets by Authorized Participants. The Trust Agency Service Provider is affiliated with the Administrator. The Trusts Custodian is [ ]. Although the Trusts bitcoins are not stored in a physical sense, the transaction records included in the Blockchain assign a location for each of the Trusts bitcoins to digital wallets established by the Custodian using the Trusts proprietary Security System, which wallets digitally hold the bitcoins and permit the Trust to move its bitcoins. Access to those digital wallets, and the bitcoins they hold, is restricted through the public-private key pair relating to each digital wallet. The Custodian is responsible for the safekeeping of the Trusts private keys used to access the digital wallets. The Custodian also facilitates the transfer of bitcoins in accordance with the Administrators instructions pursuant to the terms of the Trust Servicing Agreement. Pursuant to the terms of the of the Trust Agreement and the Custody Agreement, the Custodian will store all of the Trusts digital wallet private keys on a segregated basis at its US premises. It will provide public addresses of the Trust to the Administrator.

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The general role, responsibilities and regulation of the Trustee, Sponsor, Administrator, Trust Agency Service Provider and Custodian are further described in Sponsor, Trustee, Administrator, Trust Agency Service Provider and Custodian, respectively. Detailed descriptions of certain specific rights and duties of the Sponsor and Trustee, Administrator, Trust Service Provider and Custodian are set forth in Description of the Trust Documents-Description of the Trust Agreement, Description of the Trust Documents-Description of the Trust Servicing Agreement, Description of the Trust Documents-Description of the Trust Agency Service Provider Agreement, and Description of the Trust Documents-Description of the Trust Custody Agreement, respectively. The Trust Agreement, Trust Servicing Agreement, Trust Agency Service Provider Agreement and Trust Custody Agreement are collectively referred to herein as Trust Documents. Trust Overview The investment objective of the Trust is for the Shares to reflect the performance of the price of Bitcoins, as measured by Winkdex, less the expenses of the Trusts operations. The Shares are designed for investors seeking a cost-effective and convenient means to gain exposure to bitcoins with minimal credit risk. The Bitcoin Network is a recent technological innovation, and the bitcoins that are created, transferred, used and stored by entities and individuals have certain features associated with several types of assets, most notably commodities and currencies. Apart from the Financial Crimes Enforcement Network of the US Department of the Treasury (FinCEN) and the US Internal Revenue Service (IRS), most major US regulators such as the SEC have yet to make official pronouncements or adopt rules providing guidance with respect to the classification and treatment of bitcoins and other Digital Math-Based Assets for purposes of commodities, tax and securities laws. Commissioners of the US Commodity Futures Trading Commission (CFTC) have expressed the belief that bitcoins meet the definition of a commodity and that the CFTC has regulatory authority over futures and other derivatives based on Digital Math-Based Assets, subject to facts and circumstances. The Sponsor believes that, on balance, the important features of bitcoins and other Digital Math-Based Assets are those that are characteristics of commodities and therefore has referred to and discussed these assets as such. It is not known whether all US or foreign regulators will share this view, adopt a single, different view or espouse a variety of differing views. To date, a US magistrate judge in the US District Court for the Eastern District of Texas and the German Ministry of Finance have ruled that bitcoins are a form of money and a unit of account, respectively, and the IRS has classified bitcoins as property that is not currency for US federal income tax purposes, although the degree to which such interpretations will become the norm is unknown. The New York State Department of Taxation and Finance, citing the IRS classification, defined bitcoins and other Digital Math-Based Assets as intangible property. Bitcoins have been characterized as a virtual commodity, digital asset, digital currency and virtual currency by other international regulatory bodies. Since December 2013, regulators in jurisdictions including the United States, the United Kingdom and Switzerland have provided greater regulatory clarity, while Chinese, Russian and Vietnamese government officials have taken steps to limit the participation of their respective financial services sectors from directly interacting with the Bitcoin ecosystem, creating additional regulatory uncertainty in those countries. In May 2014, the Central Bank of Bolivia banned the use as currency of digital assets including bitcoins, while the government of Ecuador took steps to limit the use of Bitcoin in advance of the issuance of a proposed state-backed Digital Math-Based Asset. The regulatory uncertainty surrounding the treatment of bitcoin creates risks for the Trust and its Shares. See Risk FactorsRisk Factors Related to the Regulation of the Trust and the Shares. The Sponsor believes the Trust to be the first exchange-traded product that seeks to track the price of a Digital Math-Based Asset such as bitcoins (a DMBA ETP). Some of the distinguishing features of the Trust and its Shares include directly holding bitcoins using the Trusts Security System, storage of the Trusts bitcoins in various premises of the Custodian located in the United States, the experience of the Sponsors management team in the Bitcoin industry, the use of the Custodian as custodian of the Trusts private keys, third-party custody inspection and the use of a technology security consultant to advise on upgrades to the Trusts technology and custody procedures. See Business of the Trust.

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Investing in the Shares does not insulate the investor from certain risks, including price volatility. See Risk Factors. Emerging Growth Company Status The Trust is an emerging growth company as defined in the Jumpstart Our Business Startups Act, or JOBS Act. For as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to:  provide an auditors attestation report on managements assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;  comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditors report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;  comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise;  provide certain disclosure regarding executive compensation required of larger public companies; or  obtain shareholder approval of any golden parachute payments not previously approved. The Trust will cease to be an emerging growth company upon the earliest of (i) when it has $1.0 billion or more in annual revenues, (ii) when it has at least $700 million in market value of Shares held by non-affiliates, (iii) when it issues more than $1.0 billion of non-convertible debt over a three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of its initial public offering. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies; however, the Trust is choosing to opt out of such extended transition period, and as a result, the Trust will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that the Trusts decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. Principal Offices The Trustees principal office is located at 2711 Centerville Road, Wilmington, DE 19808. The Sponsors office is located at 30 West 24 th Street, 4 th Floor, New York, NY 10010, and its telephone number is (646) 751-4444. The Administrators and the Trust Agency Service Providers principal office is located at [ ],[ ],[ ] and the Custodians principal office is located at [ ],[ ],[ ], with various vaulting premises in the United States.

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THE OFFERING

Offering The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust. Use of proceeds Proceeds received by the Trust from the issuance and sale of Baskets, including the [ ] Baskets (Seed Baskets) issued to [INITIAL PURCHASER] (in its capacity as the purchaser of the Seed Baskets, the Initial Purchaser) in connection with the formation of the Trust, and the Shares (as described on the front page of this prospectus) will consist of bitcoin deposits. Pursuant to the Trust Agreement, during the life of the Trust, such proceeds will only be (1) held by the Trust, (2) transferred to Authorized Participants in connection with the redemption of Baskets; (3) transferred to pay the Sponsors Fee; or (4) transferred as needed to pay the Trusts expenses not assumed by the Sponsor. Exchange symbol COIN CUSIP [CUSIP] Creation and redemption The Trust expects to create and redeem the Shares from time to time, but only in one or more whole Baskets (a Basket equals a block of [50,000] Shares). The creation and redemption of Baskets require the delivery to the Trust, or the distribution by the Trust, of the number of bitcoins represented by the Baskets being created or redeemed, the amount of which will be based on the combined NAV of the number of Shares included in the Baskets being created or redeemed. The initial number of bitcoins required for deposit with the Trust to create Shares is [10,000] per Basket. The number of bitcoins required to create a Basket, or to be delivered upon the redemption of a Basket, will gradually decrease over time, due to the accrual of the Trusts expenses, the transfer of the Trusts bitcoins to pay the Sponsors Fee and the transfer of the Trusts bitcoins to pay any Trust expenses not assumed by the Sponsor. See Business of the TrustTrust Expenses. Baskets may be created or redeemed only by Authorized Participants, who will pay a transaction fee (Transaction Fee) to the Trust Agency Service Provider, initially $[ ] for each order to create or redeem Baskets, and may sell the Shares included in the Baskets they create to other investors. The Initial Purchaser was not subject to a Transaction Fee for its purchase of the Seed Baskets. The Trust will not issue fractional Baskets. See Creation and Redemption of Shares for more details. Net Asset Value The NAV of the Trust will be calculated daily and is the aggregate value of the Trusts assets less its liabilities (which include estimated accrued but unpaid fees and expenses). In determining the NAV of the Trust, the Administrator will value the price of the bitcoins held by the Trust as determined by the price of bitcoins at 4:00 p.m. on Winkdex (Winkdex ® spot price). See Overview of the Bitcoin Industry and Market for descriptions of the Winkdex spot price and the operation of the Bitcoin exchange market (Bitcoin Exchange Market) from which prices are used to determine the Winkdex spot price. The Administrator will determine the NAV of the Trust on each day the NASDAQ is open for regular trading (Evaluation Day), as promptly as practicable after 4:00 p.m. New York time. If no Winkdex spot price is available on a particular Evaluation Day or has not been determined by 5:00 p.m. New York time on a particular Evaluation Day, the next most recent Winkdex spot price will be used in the determination of the NAV of

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the Trust, unless the Sponsor determines that such price is inappropriate to use as basis for such determination. The Administrator will also determine on each Evaluation Day the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. The Sponsor will publish the NAV and NAV per Share on the Trusts website as soon as practicable after its determination by the Administrator. Trust expenses The Trusts only ordinary recurring charge is expected to be the remuneration due to the Sponsor (Sponsors Fee). In exchange for the Sponsors Fee, the Sponsor has agreed to assume the ordinary administrative and marketing expenses that the Trust is expected to incur. The Sponsor will also pay the costs of the Trusts organization and the initial sale of the Shares, including the applicable SEC registration fees. The Sponsors Fee is [ ] percent of the daily net assets of the Trust and will accrue daily in US Dollars and will be payable in kind (in bitcoins) monthly in arrears. To pay the Sponsors Fee, as soon as practicable after the completion of any calendar month, the Trust will calculate, using the Winkdex spot price on such calculation day, the number of bitcoins required to pay the outstanding Sponsors Fee and transfer such bitcoins from the Trust Custody Account to an account maintained by the Custodian for the Sponsor (Sponsor Custody Account). The Sponsor, from time to time, may waive all or a portion of the Sponsors Fee at its discretion for stated periods of time. The Sponsor is under no obligation to continue a waiver after the end of such stated period, and, if such waiver is not continued, the Sponsors Fee will thereafter be paid in full. Presently, the Sponsor does not intend to waive any of its fees. The Administrator will from time to time instruct the Custodian to deliver to the Sponsor Custody Account bitcoins in such quantity as may be necessary to permit payment of the Sponsors Fee. The Sponsor is not required to assume extraordinary, non-recurring expenses (except certain indemnifications amounts that may become owed to the Trustee under the Trust Agreement), therefore the Trust may incur certain extraordinary, non-recurring expenses (e.g., expenses relating to litigation) that are not contractually assumed by the Sponsor. In such circumstances, the Administrator may from time to time, cause the Custodian to transfer from the Trust Custody Account and deliver to a segregated account of the Trust (Trust Expense Account) bitcoins for sale or other conversion to US Dollars or other fiat currencies in such quantity as may be necessary to permit payment of Trust expenses not assumed by the Sponsor. Under such circumstances, the sale or conversion to fiat currency of bitcoin will occur after such bitcoins have been delivered from the Trust to the Trust Expense Account. In order to ensure the processing of bitcoin transfers to and from the Trust Custody Account, or among digital wallets in the Trust Custody Account or the Trust Expense Account, the Custodian may determine that the payment of a transaction fee to Bitcoin miners is prudent. See Overview of the Bitcoin Industry and MarketBitcoin Mining & Creation of New Bitcoins. To the extent that such transaction fees payments are made, the Custodian shall pay for or reimburse the Trust for such transaction fees by the transfer of additional bitcoin in the amount of such fees during the creation and redemption process. It is anticipated that the reimbursement of transaction fees paid to miners shall be more than accounted for by the payment of creation and redemption

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Transaction Fees by Authorized Participants. The Trust Agency Service Provider will reimburse the Custodians payment of miner fees from and up to the amount of such creation and redemption Transaction Fees on a monthly basis. The number of bitcoins to be transferred and sold will vary from time to time depending on the level of the Trusts expenses and the Winkdex spot price (for the payment of the Sponsors Fee) or the proceeds of the sales of Bitcoins to pay other expenses (for the payment of Trust expenses other than the Sponsors Fee, e.g., extraordinary expenses). See Business of the TrustTrust Expenses. Each delivery or transfer of bitcoins by the Trust to pay the Sponsors Fee or other expenses will be a taxable event to Shareholders. See United States Federal Income Tax ConsequencesTaxation of US Shareholders. Termination events The Trust will dissolve and liquidate if one of the following events occurs:  the Trust is notified that the Shares are delisted from the NASDAQ and are not approved for listing on another national securities exchange within five business days of their delisting;  Shareholders acting in respect of at least 75 percent of the outstanding Shares notify the Administrator that they elect to terminate the Trust;  [ ] days have elapsed since the Trustee notified the Sponsor of the Trustees election to resign and a successor trustee has not been appointed and accepted its appointment;  the SEC determines that the Trust is an investment company under the Investment Company Act of 1940, as amended (Investment Company Act), and the Administrator receives notice from the Sponsor that, because of such determination, termination of the Trust is advisable;  the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act of 1936, as amended (CEA), and the Administrator receives notice from the Sponsor that, because of such determination, termination of the Trust is advisable;  the Trust is determined to be a money service business under the regulations promulgated by FinCEN under the authority of the US Bank Secrecy Act and is required to comply with certain FinCEN regulations thereunder or is determined to be a money transmitter (or equivalent designation) under the laws of any state in which the Trust operates and is required to seek licensing or otherwise comply with state licensing requirements, and the Trust receives notice from the Sponsor that, because of such determination, termination of the Trust is advisable;  the Trust fails to qualify for treatment, or ceases to be treated, as a grantor trust for US federal income tax purposes, and the Administrator receives notice from the Sponsor that the Sponsor determines that, because of that tax treatment or change in tax treatment, termination of the Trust is advisable;  a United States regulator requires the Trust to shut down or forces the Trust to liquidate its bitcoins;

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 the aggregate market capitalization of the Trust, based on the closing price of the Shares, was less than $[ ] million (as adjusted for inflation by reference to the US Consumer Price Index) at any time after the first anniversary of the Trusts formation and the Administrator receives, within six months after the last trading date on which the aggregate market capitalization of the Trust was less than $[ ] million, notice from the Sponsor of its decision to terminate the Trust;  60 days have elapsed since DTC ceases to act as depository with respect to the Shares and the Sponsor has not identified another depository that is willing to act in such capacity;  the Administrator elects to terminate the Trust after the Sponsor is conclusively deemed to have resigned effective immediately as a result of the Sponsor being adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property being appointed, or a trustee or liquidator or any public officer taking charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or  the Sponsor elects to terminate the Trust after the Trustee, Administrator or the Custodian (or any successor trustee, administrator or custodian) resigns or otherwise ceases to be the trustee, administrator or custodian of the Trust, as applicable, and no replacement trustee, administrator and/or custodian acceptable to the Sponsor is engaged. Upon the termination of the Trust, the Administrator will cause the Trusts bitcoins to be sold and, after paying or making provision for the Trusts liabilities, distribute the cash proceeds to Shareholders surrendering Shares. See Description of the Trust AgreementTermination of the Trust. Authorized Participants Baskets may be created or redeemed only by Authorized Participants. Each Authorized Participant must (1) be a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) be a direct participant in DTC, (3) have entered into an agreement with the Administrator and the Sponsor (Authorized Participant Agreement) and (4) have established a bitcoin custody account (Authorized Participant Custody Account) with the Custodian. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of bitcoins required for such creations or redemptions. A list of the current Authorized Participants can be obtained from the Administrator or the Sponsor. See Creation and Redemption of Shares for more details. Clearance and settlement The Shares will be evidenced by one or more global certificates that the Trust Agency Service Provider will issue to DTC. The Shares will be available only in book-entry form. Shareholders may hold their Shares through DTC, if they are direct participants in DTC (DTC Participants), or indirectly through entities that are DTC Participants.

Summary of Financial Condition

As of the close of business on [ ], 2015, the NAV of the Trust, which represents the value of the bitcoins deposited into and held by the Trust in exchange for the Seed Baskets, less liabilities of the Trust, was $[ ] and the NAV per Share was $[ ]. See Statement of Financial Condition elsewhere in this prospectus.

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RISK FACTORS

You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this prospectus, including the Trusts financial statements and related notes.

Risk Factors Related to the Bitcoin Network and Bitcoins

The loss or destruction of a private key required to access a bitcoin may be irreversible. The Trusts loss of access to its private keys or its experience of a data loss relating to the Trusts bitcoins could adversely affect an investment in the Shares.

Bitcoins are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the bitcoins are held. The Trust is required by the operation of the Bitcoin Network to publish the public key relating to a digital wallet in use by the Trust when it first verifies a spending transaction from that digital wallet and disseminates such information into the Bitcoin Network. The Trust safeguards and keeps private the private keys relating to such digital wallets by engaging the Custodian to use the Trusts Security System. To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Trust will be unable to access the bitcoins held in the related digital wallet and the private key will not be capable of being restored by the Bitcoin Network. Any loss of private keys relating to digital wallets used to store the Trusts bitcoins could adversely affect an investment in the Shares.

The further development and acceptance of the Bitcoin Network and other Digital Math-Based Asset systems, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of the Bitcoin Network may adversely affect an investment in the Shares.

Digital Math-Based Assets such as bitcoins may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the Bitcoin Network is a prominent, but not unique, part. The growth of the Digital Math-Based Assets industry in general, and the Bitcoin Network in particular, is subject to a high degree of uncertainty. The factors affecting the further development of the Digital Math-Based Assets industry, as well as the Bitcoin Network, include:

 continued worldwide growth in the adoption and use of bitcoins and other Digital Math-Based Assets;

 government and quasi-government regulation of bitcoins and other Digital Math-Based Assets and their use, or restrictions on or regulation of access to and operation of the Bitcoin Network or similar Digital Math-Based Asset systems;

 the maintenance and development of the open-source software protocol of the Bitcoin Network;

 changes in consumer demographics and public tastes and preferences;

 the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; and

 general economic conditions and the regulatory environment relating to Digital Math-Based Assets.

The Trust is not actively managed and will not have any strategy relating to the development of the Bitcoin Network. Furthermore, the Sponsor cannot be certain as to the impact of the listing of the Trust and the expansion of its bitcoin holdings on the Digital Math-Based Assets industry and the Bitcoin Network. A decline in the popularity or acceptance of the Bitcoin Network would harm the price of the Shares.

Currently, there is relatively small use of bitcoins in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in the Shares.

As relatively new products and technologies, bitcoins and the Bitcoin Network have only recently become widely accepted as a means of payment for goods and services by many major retail and commercial outlets, and

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use of bitcoins by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of bitcoin demand is generated by speculators and investors seeking to profit from the short- or long-term holding of bitcoins. A lack of expansion by bitcoins into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in the Winkdex spot price, either of which could adversely impact an investment in the Shares.

The Core Developers or other programmers could propose amendments to the Bitcoin Networks protocols and software that, if accepted and authorized by the Bitcoin Networks community, could adversely affect an investment in the Shares.

The Bitcoin Network is based on a math-based protocol that governs the peer-to-peer interactions between computers connected to the Bitcoin Network. The code that sets forth the protocol is informally managed by a development team known as the Core Developers that was initially appointed informally by the Bitcoin Networks purported creator, Satoshi Nakamoto. The members of the Core Developers evolve over time, largely based on self-determined participation in the resource section dedicated to Bitcoin on Github.com. The Core Developers can propose amendments to the Bitcoin Networks source code through one or more software upgrades that alter the protocols and software that govern the Bitcoin Network and the properties of bitcoins, including the irreversibility of transactions and limitations on the mining of new bitcoins. Proposals for upgrades and discussions relating thereto take place on online forums including GitHub.com and Bitcointalk.org. To the extent that a significant majority of the users and miners on the Bitcoin Network install such software upgrade(s), the Bitcoin Network would be subject to new protocols and software that may adversely affect an investment in the Shares. If less than a significant majority of the users and miners on the Bitcoin Network install such software upgrade(s), the Bitcoin Network could fork. See Risk FactorsThe acceptance of Bitcoin Network software patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in the Bitcoin Network could result in a fork in the Blockchain .

The open-source structure of the Bitcoin Network protocol means that the Core Developers and other contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the Bitcoin Network and an investment in the Shares.

The Bitcoin Network operates based on an open-source protocol maintained by the Core Developers and other contributors, largely on the GitHub resource section dedicated to Bitcoin development. As the Bitcoin Network protocol is not sold and its use does not generate revenues for its development team, the Core Developers are generally not compensated for maintaining and updating the Bitcoin Network protocol. The Bitcoin Foundation pays, through donations and member dues, a stipend to Chief Scientist Gavin Andresen and Lead Developer Wladimir J. van der Laan. Mike Hearn, a former member of the Core Developers, has criticized the lack of financial incentive for developers to maintain or develop the Bitcoin Network and indicated that the Core Developers may lack the resources to adequately address emerging issues with the Bitcoin Network protocol. In November 2014, the Bitcoin Foundation announced it would redirect its efforts principally toward assisting in the direction and funding of Core Development of the Bitcoin protocol, rather than political advocacy and educational efforts that were largely focused in North America and Europe. According to its 2013 tax return filing on Form 990, the Bitcoin Foundation reported approximately $4.7 million in assets as of December 31, 2013. To the extent that material issues arise with the Bitcoin Network protocol, and the Core Developers and open-source contributor community are unable to address the issues adequately or in a timely manner, the Bitcoin Network and an investment in the Shares may be adversely affected.

If a malicious actor or botnet obtains control in excess of 50 percent of the processing power active on the Bitcoin Network, it is possible that such actor or botnet could manipulate the Blockchain in a manner that adversely affects an investment in the Shares or the ability of the Trust to operate.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to

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mining on the Bitcoin Network, it may be able to alter the Blockchain on which the Bitcoin Network and all Bitcoin transactions rely by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the Bitcoin Network can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new bitcoins or transactions using such control. Using alternate blocks, the malicious actor could double-spend its own bitcoins (i.e., spend the same bitcoins in more than one transaction) and prevent the confirmation of other users transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power on the Bitcoin Network or the Bitcoin community does not reject the fraudulent blocks as malicious, reversing any changes made to the Blockchain may not be possible. Such changes could adversely affect an investment in the Shares or the ability of the Trust to operate.

In late May and early June 2014, a mining pool known as GHash.io approached and, during a 24- to 48-hour period in early June may have exceeded, the threshold of 50 percent of the processing power on the Bitcoin Network. To the extent that GHash.io did exceed 50 percent of the processing power on the network, reports indicate that such threshold was surpassed for only a short period, and there are no reports of any malicious activity or control of the Blockchain performed by GHash.io. Furthermore, the processing power in the mining pool appears to have been redirected to other pools on a voluntary basis by participants in the GHash.io pool, as had been done in prior instances when a mining pool exceeded 40 percent of the processing power on the Bitcoin Network. The approach to and possible crossing of the 50 percent threshold indicate a greater risk that a single mining pool could exert authority over the validation of Bitcoin transactions. To the extent that the Bitcoin ecosystem, including the Core Developers and the administrators of mining pools, do not act to ensure greater decentralization of Bitcoin mining processing power, the feasibility of a malicious actor obtaining in excess of 50 percent of the processing power on the Bitcoin Network (e.g., through control of a large mining pool or through hacking such a mining pool) will increase, which may adversely impact an investment in the Shares.

If the award of bitcoins for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the processing power expended by miners on the Bitcoin Network could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the Bitcoin Network or the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects an investment in the Shares or the ability of the Trust to operate.

If the award of new bitcoins for solving blocks declines and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce the collective processing power on the Bitcoin Network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the Bitcoin Network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power on the Bitcoin Network. On December 2 and December 17, 2014, the Bitcoin Network difficulty for block solutions was adjusted down by 0.73 percent and 1.37 percent, respectively. During the month of December 2014, confirmation time for block solutions was marginally impacted, with average block solution times (based on a seven-day moving average of block solution times) climbing from approximately 7.5 minutes to a high of 9 minutes, which speeds remain faster than the expected 10 minute confirmation time targeted by the Bitcoin Network protocol. More significant reductions in processing power on the Bitcoin Network could result in material, though temporary, delays in block solution confirmation time. Any reduction in confidence in the confirmation process or processing power of the Bitcoin Network may adversely impact an investment in the Shares.

As the number of bitcoins awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the Bitcoin Network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all

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transactions may decrease demand for bitcoins and prevent the expansion of the Bitcoin Network to retail merchants and commercial businesses, resulting in a reduction in the price of bitcoins that could adversely impact an investment in the Shares.

In order to incentivize miners to continue to contribute processing power to the Bitcoin Network, the Bitcoin Network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record in the blocks they solve only those transactions that include payment of a transaction fee or by the Bitcoin Network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for Bitcoin transactions become too high, the marketplace may be reluctant to accept bitcoins as a means of payment and existing users may be motivated to switch from bitcoins to another Digital Math-Based Asset or back to fiat currency. Decreased use and demand for bitcoins may adversely affect their value and result in a reduction in the Winkdex spot price and the price of the Shares.

To the extent that the profit margins of Bitcoin mining operations are not high, operators of Bitcoin mining operations are more likely to immediately sell bitcoins earned by mining in the Bitcoin Exchange Market, resulting in a reduction in the price of bitcoins that could adversely impact an investment in the Shares.

Over the past two years, Bitcoin Network mining operations have evolved from individual users mining with computer processors, graphics processing units and first generation ASIC (application-specific integrated circuit) machines. Currently, new processing power brought onto the Bitcoin Network is predominantly added by incorporated and unincorporated professionalized mining operations. Professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space (often in data centers or warehousing facilities), incurring of electricity costs and the employment of technicians to operate the mining farms. As a result, professionalized mining operations are of a greater scale than prior Bitcoin Network miners and have more defined, regular expenses and liabilities. These regular expenses and liabilities require professionalized mining operations to more immediately sell bitcoins earned from mining operations on the Bitcoin Exchange Market, whereas it is believed that individual miners in past years were more likely to hold newly mined bitcoins for more extended periods. The immediate selling of newly mined bitcoins greatly increases the supply of bitcoins on the Bitcoin Exchange Market, creating downward pressure on the price of bitcoins.

The extent to which the value of bitcoins mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined bitcoins rapidly if it is operating at a low profit marginand it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage of the 3,600 to 4,200 new bitcoins mined each day will be sold into the Bitcoin Exchange Market more rapidly, thereby reducing bitcoin prices. Lower bitcoin prices will result in further tightening of profit margins, particularly for professionalized mining operations with higher costs and more limited capital reserves, creating a network effect that may further reduce the price of bitcoins until mining operations with higher operating costs become unprofitable and remove mining power from the Bitcoin Network. The network effect of reduced profit margins resulting in greater sales of newly mined bitcoins could result in a reduction in the price of bitcoins that could adversely impact an investment in the Shares.

To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the Blockchain until a block is solved by a miner who does not require the payment of transaction fees. Any widespread delays in the recording of transactions could result in a loss of confidence in the Bitcoin Network, which could adversely impact an investment in the Shares.

To the extent that any miners cease to record transaction in solved blocks, such transactions will not be recorded on the Blockchain. Currently, there are no known incentives for miners to elect to exclude the recording of transactions in solved blocks; however, to the extent that any such incentives arise (e.g., a collective movement

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among miners or one or more mining pools forcing Bitcoin users to pay transaction fees as a substitute for or in addition to the award of new bitcoins upon the solving of a block), actions of miners solving a significant number of blocks could delay the recording and confirmation of transactions on the Blockchain. Any systemic delays in the recording and confirmation of transactions on the Blockchain could result in greater exposure to double-spending transactions and a loss of confidence in the Bitcoin Network, which could adversely impact an investment in the Shares.

The acceptance of Bitcoin Network software patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in the Bitcoin Network could result in a fork in the Blockchain, resulting in the operation of two separate networks until such time as the forked Blockchains are merged. The temporary or permanent existence of forked Blockchains could adversely impact an investment in the Shares.

Bitcoin is an open source project and, although there is an influential group of leaders in the Bitcoin Network community including the Core Developers, there is no official developer or group of developers that formally controls the Bitcoin Network. Any individual can download the Bitcoin Network software and make any desired modifications, which are proposed to users and miners on the Bitcoin Network through software downloads and upgrades, typically posted to the Bitcoin development forum on GitHub.com. A substantial majority of miners and Bitcoin users must consent to those software modifications by downloading the altered software or upgrade that implements the changes; otherwise, the changes do not become a part of the Bitcoin Network. Since the Bitcoin Networks inception, changes to the Bitcoin Network have been accepted by the vast majority of users and miners, ensuring that the Bitcoin Network remains a coherent economic system; however, a developer or group of developers could potentially propose a modification to the Bitcoin Network that is not accepted by a vast majority of miners and users, but that is nonetheless accepted by a substantial population of participants in the Bitcoin Network. In such a case, and if the modification is material and/or not backwards compatible with the prior version of Bitcoin Network software, a fork in the Blockchain could develop and two separate Bitcoin Networks could result, one running the pre-modification software program and the other running the modified version (i.e., a second Bitcoin network). Such a fork in the Blockchain typically would be addressed by community-led efforts to merge the forked Blockchains, and several prior forks have been so merged. This kind of split in the Bitcoin Network could materially and adversely affect the Winkdex spot price (and thus the value of the Shares) and, in the worst case scenario, harm the sustainability of the Bitcoin Networks economy.

Intellectual property rights claims may adversely affect the operation of the Bitcoin Network.

Third parties may assert intellectual property claims relating to the holding and transfer of Digital Math-Based Assets and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the Bitcoin Networks long-term viability or the ability of end-users to hold and transfer bitcoins may adversely affect an investment in the Shares. Additionally, a meritorious intellectual property claim could prevent the Trust and other end-users from accessing the Bitcoin Network or holding or transferring their bitcoins, which could force the termination of the Trust and the liquidation of the Trusts bitcoins (if such liquidation of the Trusts bitcoins is possible). As a result, an intellectual property claim against the Trust or other large Bitcoin Network participants could adversely affect an investment in the Shares.

Risk Factors Related to the Bitcoin Exchange Market and Winkdex

The value of the Shares relates directly to the value of the bitcoins held by the Trust and fluctuations in the price of bitcoins could adversely affect an investment in the Shares.

The Shares are designed to mirror as closely as possible the performance of the price of bitcoins, as measured by Winkdex, and the value of the Shares relates directly to the value of the bitcoins held by the Trust,

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less the Trusts liabilities (including estimated accrued but unpaid fees and expenses). Using an exponential moving average and volume weighting of transaction data, Winkdex is derived from the transaction prices on electronic market places where exchange participants may first use fiat currency to trade, buy and sell bitcoins based on bid-ask trading (Bitcoin Exchange). Winkdex uses US Dollar-denominated trading data from qualified Bitcoin Exchanges with the highest trading volume in bitcoins. The price of bitcoins has fluctuated widely over the past three years. Several factors may affect the Winkdex spot price, including, but not limited to:

 Global bitcoin supply;

 Global bitcoin demand, which is influenced by the growth of retail merchants and commercial businesses acceptance of bitcoins as payment for goods and services, the security of online Bitcoin Exchanges and digital wallets that hold bitcoins, the perception that the use and holding of bitcoins is safe and secure, and the lack of regulatory restrictions on their use;

 Investors expectations with respect to the rate of inflation;

 Interest rates;

 Currency exchange rates, including the rates at which bitcoins may be exchanged for fiat currencies;

 Fiat currency withdrawal and deposit policies of Bitcoin Exchanges and liquidity on such Bitcoin Exchanges;

 Interruptions in service from or failures of major Bitcoin Exchanges;

 Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in bitcoins;

 Monetary policies of governments, trade restrictions, currency devaluations and revaluations;

 Regulatory measures, if any, that restrict the use of bitcoins as a form of payment or the purchase of bitcoins on the Bitcoin Market;

 The maintenance and development of the open-source software protocol of the Bitcoin Network;

 Global or regional political, economic or financial events and situations; and

 Expectations among Bitcoin economy participants that the value of bitcoins will soon change.

In addition, investors should be aware that there is no assurance that bitcoins will maintain their long-term value in terms of purchasing power in the future or that the acceptance of bitcoin payments by mainstream retail merchants and commercial businesses will continue to grow. In the event that the price of bitcoins declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.

The Winkdex spot price may be subject to momentum pricing whereby the current value of a bitcoin as represented by Winkdex may account for speculation regarding future appreciation in the Winkdex spot price. Momentum pricing of bitcoins may subject the Winkdex spot price to greater volatility and adversely affect an investment in the Shares.

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Winkdex is determined using data from various Bitcoin Exchanges that are selected by Winklevoss Index, LLC (Index Provider). The Sponsor believes that momentum pricing of bitcoins has resulted, and may continue to result, in speculation regarding future appreciation in the value of bitcoins, inflating and making more volatile the value of a bitcoin as represented by Winkdex. As a result, bitcoins may be more likely to fluctuate in value due to changing investor confidence in future appreciation in the Winkdex spot price, which could adversely affect an investment in the Shares.

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Winkdex is an exponential moving average calculated using volume weighted trading price data from various Bitcoin Exchanges chosen by the Index Provider. Pricing on any Bitcoin Exchange in the Bitcoin Exchange Market can be volatile and can adversely affect an investment in the Shares.

Winkdex has a limited history and is an exponential moving average index that is based on volume weighted trading price data from various Bitcoin Exchanges chosen by the Index Provider. The data inputs are drawn from the application programming interface of various Bitcoin Exchanges and includes trade time, price and volume. The Index Provider selects which Bitcoin Exchanges to include in Winkdex based on currency-denomination, trading volume and such other factors as the Index Provider may deem material (e.g., availability and reliability of data). The Index Provider will review the eligibility of Bitcoin Exchanges periodically, and not less frequently than monthly. As of December 26, 2014, the eligible Bitcoin Exchanges selected by the Index Provider include BTC-e, Bitfinex, BitStamp, CampBX and LocalBitcoins. Winkdex will be calculated on an ongoing basis and published at Winkdex.com. The calculation of Winkdex as of 4:00 p.m. New York time on each Evaluation Day will be used as the Winkdex spot price for the calculation of the Trusts NAV. See Overview of the Bitcoin Industry and MarketBitcoin Value.

The price of bitcoins on public Bitcoin Exchanges has a limited, four year history. During such history, bitcoin prices on the Bitcoin Exchange Market as a whole, and on Bitcoin Exchanges individually, have been volatile and subject to influence by many factors including the levels of liquidity on Bitcoin Exchanges. Even the largest Bitcoin Exchanges have been subject to operational interruption (e.g., the temporary shutdown of Mt. Gox due to distributed denial of service attacks (DDoS Attacks) by hackers and/or malware, and its permanent closure in February 2014), limiting the liquidity of bitcoins on the Bitcoin Exchange Market and resulting in volatile prices and a reduction in confidence in the Bitcoin Network and the Bitcoin Exchange Market.

Winkdex is designed to have limited exposure to Bitcoin Exchange interruption by utilizing transaction data from the top three eligible Bitcoin Exchanges, measured by volume over the prior 24-hour period. The collected data is blended in a two-hour, volume weighted moving average that gives greater weight to more recent transactions than older ones. Winkdex is also designed to limit exposure to trading or price distortion on Bitcoin Exchanges experiencing periods of unusual activity or limited liquidity by selecting as constituent Bitcoin Exchanges only the eligible Bitcoin Exchanges with the three highest levels of trading volume over the prior 24-hour period. The Sponsor believes the Winkdex calculation methodology provides a more accurate picture of bitcoin price movements than a simple average of Bitcoin Exchange prices, and that the inclusion of only the top three Bitcoin Exchanges during the calculation period, by volume, limits the chance of included data being influenced by temporary price dislocations that may result from technical problems or limited liquidity on otherwise eligible exchanges. The Winkdex calculation methodology calls for the review and periodic updating of the constituent Bitcoin Exchanges based on changes in volume levels among the eligible Bitcoin Exchanges.

The price of bitcoins on public Bitcoin Exchanges may also be impacted by policies on or interruptions in the deposit or withdrawal of fiat currency into or out of larger Bitcoin Exchanges. On large Bitcoin Exchanges, users may buy or sell bitcoins for fiat currency or transfer bitcoins to other wallets. Operational limits (including regulatory, exchange policy or technical or operational limits) on the size or settlement speed of fiat currency deposits by users into Bitcoin Exchanges may reduce demand on such Bitcoin Exchanges, resulting in a reduction in the bitcoin price on such Bitcoin Exchange. Operational limits (including regulatory, exchange policy or technical or operational limits) on the size or settlement speed of fiat currency withdrawals by users into Bitcoin Exchanges may reduce supply on such Bitcoin Exchanges, resulting in an increase in the bitcoin price on such Bitcoin Exchange. To the extent that fees for the transfer of bitcoins either directly or indirectly occur between Bitcoin Exchanges, the impact on bitcoin prices of operation limits on fiat currency deposits and withdrawals may be reduced by exchange shopping among Bitcoin Exchange users. For example, a delay in US Dollar withdrawals on one site may temporarily increase the price on such site by reducing supply (i.e., sellers transferring bitcoins to another exchange without operational limits in order to settle sales more rapidly), but the resulting increase in price will also reduce demand because bidders on bitcoins will follow increased supply on other Bitcoin Exchanges not experiencing operational limits. To the extent that users are able or

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willing to utilize or arbitrage prices between more than one Bitcoin Exchange, exchange shopping may mitigate the short term impact on and volatility of bitcoin prices due to operational limits on the deposit or withdrawal of fiat currency into or out of larger Bitcoin Exchanges.

Despite efforts to ensure accurate pricing on a volume weighted basis using an exponential moving average, the Winkdex spot price, and the price of bitcoins generally, remains subject to volatility experienced by the Bitcoin Exchanges. Such volatility can adversely affect an investment in the Shares.

The Bitcoin Exchanges on which bitcoins trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other products. To the extent that the Bitcoin Exchanges representing a substantial portion of the volume in bitcoin trading are involved in fraud or experience security failures or other operational issues, such Bitcoin Exchanges failures may result in a reduction in the Winkdex spot price and can adversely affect an investment in the Shares.

The Bitcoin Exchanges on which the bitcoins trade are new and, in most cases, largely unregulated. Furthermore, many Bitcoin Exchanges (including several of the most prominent US Dollar denominated Bitcoin Exchanges) do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, Bitcoin Exchanges, including prominent exchanges handling a significant portion of the volume of bitcoin trading.

The Winkdex spot price on which the NAV of the Shares is determined using the value of a bitcoin as represented by Winkdex at 4:00 p.m. (New York time) on the date of measurement. Winkdex utilizes data from Bitcoin Exchanges selected by the Index Provider to determine the weighted average price for bitcoins. For a further discussion of the Bitcoin Exchange Market and the selection of Bitcoin Exchanges for inclusion in Winkdexs calculation of bitcoin prices, see Overview of the Bitcoin Industry and MarketBitcoin Value and Uses of Bitcoins.

Over the past four years, many Bitcoin Exchanges have been closed due to fraud, failure or security breaches. In many of these instances, the customers of such Bitcoin Exchanges were not compensated or made whole for the partial or complete losses of their account balances in such Bitcoin Exchanges. While smaller Bitcoin Exchanges are less likely to have the infrastructure and capitalization that make larger Bitcoin Exchanges more stable, larger Bitcoin Exchanges are more likely to be appealing targets for hackers and malware (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems). Further, the collapse of Mt. Gox in February 2014 indicated that even the largest Bitcoin Exchanges could be subject to abrupt failure with consequences for both users of a Bitcoin Exchange and the Bitcoin industry as a whole. In particular, in the two weeks that followed the February 7, 2014 halt of bitcoin withdrawals from Mt. Gox, and the removal of Mt. Gox as an eligible Bitcoin Exchange in the calculation of Winkdex, the value of one bitcoin fell from a Winkdex spot price of $795.17 on February 6 to $578.20 on February 20.

A lack of stability in the Bitcoin Exchange Market and the closure or temporary shutdown of Bitcoin Exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the Bitcoin Network and result in greater volatility in the Winkdex spot price. Furthermore, the closure or temporary shutdown of a constituent Bitcoin Exchange used in calculating the Winkdex spot price may result in a loss of confidence in the Trusts ability to determine NAV on a daily basis. These potential consequences of a Bitcoin Exchanges failure could adversely affect an investment in the Shares.

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Since there is no limit on the number of bitcoins that the Trust may acquire, the Trust itself, as it grows, may have an impact on the supply and demand of bitcoins that ultimately may affect the price of the Shares in a manner unrelated to other factors affecting the global market for bitcoins.

The Trust Agreement places no limit on the number of bitcoins the Trust may hold. Moreover, the Trust may issue an unlimited number of Shares, subject to registration requirements, and therefore acquire an unlimited number of bitcoins. The global market for bitcoins is characterized by supply and demand constraints that generally are not present in the markets for commodities or other assets such as gold and silver. The Bitcoin Networks mathematical protocols under which bitcoins are created or mined permit the creation of a limited, predetermined number of bitcoins not to exceed 21 million. Furthermore, the rate of creation or issuance of bitcoins cannot be increased ahead of the protocols schedule. As of December 26, 2014, approximately 13,651,000 bitcoins had been created.

If the number of bitcoins acquired by the Trust is large enough relative to global bitcoin supply and demand, further in-kind creations and redemptions of Shares could have an impact on the supply of and demand for bitcoins in a manner unrelated to other factors affecting the global market for bitcoins. Such an impact could affect the Winkdex spot price, which would directly affect the price at which Shares are traded on the NASDAQ or the price of future Baskets created or redeemed by the Trust.

As of [ ], 2014, the Trust held approximately [ ] bitcoins that it acquired in the sale of the Initial Baskets on [ ], 2014, representing approximately 0.[ ] percent of the [ ], 2014 world bitcoin supply. The Trust and the Sponsor cannot provide any assurance that increased bitcoin holdings by the Trust in the future will have no long-term impact on the Winkdex spot price, thereby affecting Share trading prices.

The Shares may trade at a discount or premium in the trading price relative to the NAV per Share as a result of non-concurrent trading hours between the NASDAQ and the Bitcoin Exchange Market.

The value of a Share may be influenced by non-concurrent trading hours between the NASDAQ and various Bitcoin Exchanges, including those that represent components of Winkdex. While the NASDAQ is open for trading in the Shares for a limited period each day, the Bitcoin Exchange Market is a 24-hour marketplace; however, trading volume and liquidity on the Bitcoin Exchange Market is not consistent throughout the day and Bitcoin Exchanges, including the larger-volume markets, have been known to shut down temporarily or permanently due to security concerns, directed denial of service attacks and DDoS Attacks and other reasons. As a result, during periods when the NASDAQ is open but large Bitcoin Exchanges (or a substantial number of smaller Bitcoin Exchanges) are either lightly traded or are closed, trading spreads and the resulting premium or discount on the Shares may widen and, therefore, increase the difference between the price of the Shares and the NAV per Share. Premiums or discounts may have an adverse effect on an investment in the Shares if a Shareholder sells or acquires its Shares during a period of discount or premium, respectively.

To the extent that bitcoin prices on the Exchange Market move negatively during hours when the NASDAQ is closed, trading prices on the NASDAQ may gap down at market open.

The value of a Share may be influenced by non-concurrent trading hours between the NASDAQ and various Bitcoin Exchanges, including those that represent components of Winkdex. While the NASDAQ is open for trading in the Shares for a limited period each day, the Bitcoin Exchange Market is a 24-hour marketplace. During periods when the NASDAQ is closed but Bitcoin Exchanges are open, significant changes in the price of bitcoin on the Exchange Market could result in a difference in performance between the value of bitcoins as measured by Winkdex and the most recent NAV per Share or closing trading price. To the extent that the price of bitcoin on the Exchange Market, and the value of bitcoins as measured by Winkdex, moves significantly in a negative direction after the close of the NASDAQ, the trading price of the Shares may gap down to the full extent of such negative price shift when the NASDAQ reopens. To the extent that the price of bitcoin on the Exchange Market drops significantly during hours the NASDAQ is closed, investors may not be able to sell their Shares until after the gap down has been fully realized, resulting in an inability to mitigate losses in a rapidly negative market.

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A possible short squeeze due to a sudden increase in demand for the Shares that largely exceeds supply may lead to price volatility in the Shares.

Investors may purchase Shares to hedge existing bitcoin or other Digital Math-Based Assets, commodity or currency exposure or to speculate on the price of bitcoins. Speculation on the price of bitcoins may involve long and short exposures. To the extent that aggregate short exposure exceeds the number of Shares available for purchase (for example, in the event that large redemption requests by Authorized Participants dramatically affect Share liquidity), investors with short exposure may have to pay a premium to repurchase Shares for delivery to Share lenders. Those repurchases may, in turn, dramatically increase the price of the Shares until additional Shares are created through the creation process. This is often referred to as a short squeeze. A short squeeze could lead to volatile price movements in the Shares that are not directly correlated to the price of bitcoins.

Purchasing activity in the Bitcoin Exchange Market associated with Basket creations or selling activity following Basket redemptions may affect the Winkdex spot price and Share trading prices. These price changes may adversely affect an investment in the Shares.

Purchasing activity associated with acquiring bitcoins required for deposit with the Trust in connection with the creation of Baskets may increase the market price of bitcoins on the Bitcoin Exchange Market, which will result in higher prices for the Shares. Increases in the market price of bitcoins may also occur as a result of the purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the market price of bitcoins that may result from increased purchasing activity of bitcoins connected with the issuance of Baskets. Consequently, the market price of bitcoins may decline immediately after Baskets are created. If the Winkdex spot price declines, the trading price of the Shares will generally also decline.

Selling activity associated with sales of bitcoins withdrawn from the Trust in connection with the redemption of Baskets may decrease the market price of bitcoins on the Bitcoin Exchange Market, which will result in lower prices for the Shares. Decreases in the market price of bitcoins may also occur as a result of the selling activity of other market participants. If the Winkdex spot price declines, the trading price of the Shares will generally also decline.

An investment in the Shares may be adversely affected by competition from other methods of investing in bitcoins.

The Trust will compete with direct investments in bitcoins and other potential financial vehicles, possibly including securities backed by or linked to bitcoins and DMBA ETPs similar to the Trust. Market and financial conditions, and other conditions beyond the Sponsors control, may make it more attractive to invest in other financial vehicles or to invest in bitcoins directly, which could limit the market for the Shares and reduce the liquidity of the Shares.

The Winkdex spot price may be affected by the sale of other DMBA ETPs tracking the price of bitcoins.

To the extent DMBA ETPs other than the Trust tracking the price of bitcoins are formed and represent a significant proportion of demand for bitcoins, large redemptions of the securities of these DMBA ETPs, or private funds holding bitcoins, could negatively affect the Winkdex spot price and the price and NAV of the Shares.

Political or economic crises may motivate large-scale sales of bitcoins, which could result in a reduction in the Winkdex spot price and adversely affect an investment in the Shares.

As an alternative to fiat currencies that are backed by central governments, Digital Math-Based Assets such as bitcoins, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of bitcoins either globally or locally. Large-scale sales of bitcoins would result in a reduction in the Winkdex spot price and adversely affect an investment in the Shares.

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Demand for bitcoins is driven, in part, by its status as the most prominent and secure Digital Math-Based Asset. It is possible that a Digital Math-Based Asset other than bitcoins could have features that make it more desirable to a material portion of the Digital Math-Based Asset user base, resulting in a reduction in demand for bitcoins, which could have a negative impact on the price of bitcoins and adversely affect an investment in the Shares.

The Bitcoin Network and bitcoins, as an asset, hold a first-to-market advantage over other Digital Math-Based Assets. This first-to-market advantage is driven in large part by having the largest user base and, more importantly, the largest combined mining power in use to secure the Blockchain and transaction verification system. See Overview of the Bitcoin Industry and MarketCryptographic Security Used in the Bitcoin Network. Having a large mining network results in greater user confidence regarding the security and long-term stability of a Digital Math-Based Assets network and its block chain; as a result, the advantage of more users and miners makes a Digital Math-Based Asset more secure, which makes it more attractive to new users and miners, resulting in a network effect that strengthens the first-to-market advantage.

As of December 26, 2014, there were 600 alternate Digital Math-Based Assets (or altcoins) tracked by CoinMarketCap.com, having a total market capitalization (including Bitcoin) of approximately $5.64 billion, using market prices and total available supply of each Digital Math-Based Asset. This included altcoins using a proof of work mining structure similar to Bitcoin, and those using a proof of stake transaction verification system that is different than Bitcoins mining system (e.g., Ripple, Stellar and NXT). According to CoinMarketCap.coms calculations, Bitcoin represented 80 percent of the total market cap of all Digital Math-Based Assets, and approximately 96 percent of the total market cap of Digital-Math Based Assets that used a proof of work mining system and that were not significantly pre-mined (pre-mining means the mining by initial users or developers of an altcoin before allowing the general public to mine the altcoin). As of December 26, 2014, Bitcoins $4.51 billion market cap was nearly six times as large as the $786 million market cap of Ripple (the largest proof of stake altcoin) and more than 46 times larger than the $98 million market cap of Litecoin (the second largest proof of work altcoin). Furthermore, the mining hashrate of Bitcoin (estimated by Blockchain.info to be more then 300 million gigahashes per second as of December 26, 2014) exceeded that of Litecoin (estimated to be approximately 1,600 gigahashes per second by BitcoinWisdom.com on such date) by a factor of more than 180,000. Bitcoin also enjoys significantly greater acceptance and usage than other altcoin networks in the retail and commercial marketplace, due in large part to the relatively well-funded efforts of payment processing companies including Coinbase, BitPay and GoCoin.

Despite the marked first-mover advantage of the Bitcoin Network over other Digital Math-Based Assets, it is possible than an altcoin could become materially popular due to either a perceived or exposed shortcoming of the Bitcoin Network protocol that is not immediately addressed by the Core Developers or a perceived advantage of an altcoin that includes features not incorporated into Bitcoin. If an altcoin obtains significant market share (either in market capitalization, mining power or use as a payment technology), this could reduce Bitcoins market share and have a negative impact on the demand for, and price of, bitcoins.

Risk Factors Related To The Trust And The Shares

As the Sponsor and its management have no history of operating an investment vehicle like the Trust, their experience may be inadequate or unsuitable to manage the Trust.

The Sponsor was formed to be the Sponsor of the Trust and has no history of past performance in managing investment vehicles like the Trust. The past performances of the Sponsors management in other positions, including their experiences in the Bitcoin and venture capital industries, are no indication of their ability to manage an investment vehicle such as the Trust. If the experience of the Sponsor and its management is inadequate or unsuitable to manage an investment vehicle such as the Trust, the operations of the Trust may be adversely affected.

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The value of the Shares could decrease if unanticipated operational or trading problems arise.

The mechanisms and procedures governing the creation, redemption and offering of the Shares and storage of the bitcoins have been developed specifically for this product. There may be unanticipated problems or issues with respect to the mechanics of the Trusts operations and the trading of the Shares that could have an adverse effect on an investment in the Shares. In addition, although the Trust is not actively managed by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsors past experience and qualifications may not be suitable for solving these problems or issues.

The Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen as a result of non-concurrent trading hours.

The Shares may trade on the NASDAQ at, above or below the NAV per Share. The NAV per Share will fluctuate with changes in the market value of the Trusts assets. The trading price of the Shares will fluctuate in accordance with changes in the NAV per Share as well as market supply and demand. The price difference may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares are closely related, but not identical, to the same forces influencing the Winkdex spot price. Consequently, an Authorized Participant may be able to create or redeem a Basket of Shares at a discount or a premium to the public trading price per Share.

Authorized Participants, or their clients or customers, may have an opportunity to realize a riskless profit if they can create a Basket at a discount to the public trading price of the Shares or can redeem a Basket at a premium over the public trading price of the Shares. The Sponsor expects that the exploitation of such arbitrage opportunities by Authorized Participants and their clients and customers will tend to cause the public trading price to track NAV per Share closely over time. Such arbitrage opportunities will not be available to Shareholders who are not Authorized Participants.

If Authorized Participants are able to purchase or sell large aggregations of bitcoins in the open market at prices that are different than the Winkdex spot price, the arbitrage mechanism intended to keep the price of the Shares closely linked to the Winkdex spot price may not function properly and the Shares may trade at a discount or premium to their NAV per Share.

The arbitrage mechanism on which the Trust relies to keep the price of the Shares closely linked to the Winkdex spot price may not function properly if Authorized Participants are able to purchase or sell large aggregations of bitcoins in the open market at prices that are materially higher or lower than the Winkdex spot price. Although Winkdex is designed to accurately capture the market price of bitcoins in the top three, by volume, eligible Bitcoin Exchanges trading in US Dollars, Authorized Participants may purchase bitcoins for creation units or sell bitcoins from creation unit redemptions on public or private markets not included among the constituent Bitcoin Exchanges of Winkdex, and such transactions may take place at prices materially higher or lower than the Winkdex spot price. Furthermore, while Winkdex provides an exponential moving average of the price of a bitcoin on three constituent Bitcoin Exchanges at any given time, the prices on each such Bitcoin Exchange may not be equal to the value of a bitcoin as represented by Winkdex. It is possible that the price of bitcoins on the constituent Bitcoin Exchange(s) used by an Authorized Participant could be materially higher or lower than the Winkdex representation of the average Bitcoin Exchange price. Under either such circumstance, the arbitrage mechanism will function to link the price of the Shares to the prices at which Authorized Participants are able to purchase or sell large aggregations of bitcoins. To the extent such prices differ materially from the Winkdex spot price, the price of the Shares may no longer track, whether temporarily or over time, the Winkdex spot price, which could adversely impact an investment in the Trust by reducing investors confidence in the Shares ability to track the market price of bitcoins and the Winkdex spot price.

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If the processes of creation and redemption of Baskets encounter any unanticipated difficulties, the opportunities for arbitrage transactions intended to keep the price of the Shares closely linked to the Winkdex spot price may not exist and, as a result, the price of the Shares may fall.

If the processes of creation and redemption of the Shares (which depend on timely transfers of bitcoins to and from the custody accounts maintained by the Custodian) encounter any unanticipated difficulties, including, but not limited to, the Trusts inability in the future to obtain regulatory approvals for the offer and sale of additional Shares after the present offering is completed, potential market participants who would otherwise be willing to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepancies between the price of the Shares and the price of the underlying bitcoins may not take the risk that, as a result of those difficulties, they may not be able to realize the profit they expect. If this is the case, the liquidity of Shares may decline and the price of the Shares may fluctuate independently of the Winkdex spot price and may fall.

The postponement, suspension or rejection of creation or redemption orders, as permitted in certain circumstances under the Trust Servicing Agreement, may adversely affect an investment in the Shares.

Under the Trust Servicing Agreement, the Administrator or Sponsor may postpone, suspend or reject creation or redemption orders, as applicable, for a variety of permitted reasons under certain circumstances. To the extent such orders are postponed, suspended or rejected, the arbitrage mechanism resulting from the process through which Authorized Participants create and redeem Shares directly with the Trust may fail to closely link the price of the Shares to the value of the underlying bitcoins, as measured using the Winkdex spot price. If this is the case, the liquidity of the Shares may decline and the price of the Shares may fluctuate independently of the Winkdex spot price and may fall.

The Trust could experience unforeseen difficulties in operating and maintaining key elements of its technical infrastructure.

The Security System has been designed specifically to provide security for the Trusts assets, and may be expanded, updated and altered from time to time. Any effort to expand, update or alter the Security System is likely to be complex, and unanticipated delays in the completion of these projects may lead to project costs, operational inefficiencies or vulnerabilities to security breaches. In addition, there may be problems with the design or implementation of the Security System or with an expansion or upgrade thereto that are not evident during the testing phases of design and implementation, and that may only become apparent after the Trust has utilized the infrastructure. This could further expose the Trust to operational inefficiencies or vulnerabilities. Any issues relating to the performance of the Sec