The Pearl Bitcoin Fund offers a unique tax advantage that is unavailable through other Bitcoin investment vehicles. While standard direct Bitcoin investments and indirect Bitcoin exposure through securities such as ETFs require paying capital gains taxes when you sell Bitcoin or Bitcoin-related securities, our fund structure allows investors to achieve tax-free Bitcoin's value growth after the required 10-year holding period.

Yes and no. pursuant to the initial enactment of IRC 1400Z Opportunity Zones (OZ 1.0) the tax program requires the initial deferred capital gains to be recognized on December 31, 2026 and processed into your TY2026 income tax return. Then, if the QOF qualifying investment interest (securities issued by the Pearl Bitcoin Fund) is held 10 years or longer, all realized capital gains thereafter will be tax-free.

Tax revenue: Billions of dollars of tax revenue is locked up by Bitcoin holders with unrealized capital gain who don’t want to sell due to capital gain tax liabilities. To access the OZ tax benefits,  investors need to realize capital gains on their short-term and long-term investments, execute and Rollover Capital Gain transaction in Pearl Bitcoin Fund, a qualified opportunity fund. The result is the reward of tax-free capital gain associated with the QOF qualifying investment interest for long-term investors in exchange for deferred taxable gross income recognition in TY2026 and tax revenues to the US Treasury.

Jobs: The combination of The Pearl Bitcoin Fund positioned as a significant source of equity capital to the Pearl Bitcoin Company is an ideal structure to create long-term, well paying jobs in Opportunity Zones. OZ 1.0 createsthe tax incentive for long term private capital to hold their QOF qualifying investments for 10+ years period to achieve tax free capital gains through December 31, 2047.

The Pearl Bitcoin Fund offers exceptional benefits for generational wealth transfer. If an investor dies, their heirs inherit both i) the QOF qualifying investment interest at tax cost basis and excluded from fair market value mark-to-market step up procedures in death estate tax settlement, and ii) continuity of the accumulated holding period. This means if the deceased person has already held their qualifying investment interest for five years and passes it to their heirs, then the heirs only need to hold it for another five years to receive the continuous tax-free capital gain benefits thereafter through December 31, 2047—both features rarely found in inheritance tax law.

The Pearl Bitcoin Fund is designed for accredited investors who already understand Bitcoin's commercial potential and are looking for tax-efficient ways to increase their exposure to Bitcoin. It's particularly well-suited for long-term investors with a generational wealth perspective who want to preserve and maximize capital values across multiple generations free from both inclusion in taxable gross income and future capital gain tax rate uncertainty.

Investors into the Pearl Bitcoin Fund will incur a 1% entrance fee and a 2% exit/redemption fee. They will also indirectly incur a 0.60% annual asset management fee based the value of Bitcoin held at the Pearl Bitcoin Company

The Pearl Fund Management Company, managing member of both the Pearl Bitcoin Fund and Pearl Bitcoin Company, has executed a Bitcoin custody agreement with Anchorage Digital Bank, the only federally chartered crypto bank in the U.S. Other Anchorage customers include many of the ETFs (i.e. Blackrock), Hedge Funds, venture capital funds, governments and corporations.

The firm has engaged Deloitte as its tax advisor and to prepare the fund’s annual federal and state tax returns

Yes the fund has engaged HC Global Fund Services (link). HC Global specializes in funds like our and have a global footprint w/ over $40 billion in Assets under Administration (AUA). Among a wide assignment of multiple administration service, it will produce & send quarterly account statements to investors.

The fund will have an independent audit of annual financial statements once it has operated for one full calendar year . The independent auditor’s report will be provided to investors. The independent auditor will be selected at a later date.

While the tax-free capital gain tax benefit requires a +10-year hold, our fund structure allows for monthly redemptions as determined by each investor. You can harvest return of capital and capital gain/loss earlier if needed, then you will pay 5% early withdrawal penalty and recognize capital gain/loss into taxable gross income.

This flexibility is unusual for long-term investment vehicles and gives investors greater control over their capital when their circumstances change in the pursuit of liquidity.

Unlike speculative crypto funds, the Pearl Bitcoin Fund and the Pearl Bitcoin Company employ institutional-grade security, and compliance measures that are SOC type I & II compliant and subject to review within the scope of the independent auditor’s procedures.

Bitcoin can only be withdrawn with multiple advanced biometrics and behavioral analytics approvals. Operations require a quorum of approvals, and multiple approvals from the institutional custody firm.

Your investment is protected by Anchorage Digital Bank, with comprehensive auditing and transparent practices and segregation of Bitcoin assets from the institution’s balance sheet in case of bankruptcy.

We implement a straightforward "Bitcoin buy and hold" strategy focused on long-term capital value growth rather than complex, finite-term trading tactics.

No. Our approach is based on clearly defined elements of the Internal Revenue tax code. Unlike complex tax avoidance schemes designed by the tax professional sector, the Opportunity Zone provisions we utilize are codified in the Internal Revenue Code since 2018 and made permanent in the Big Beautiful Bill in 2025. There's no regulatory gray area to navigate—we're simply implementing an established tax incentive program we have used since 2019 with our venture funds and are now implementing with the Pearl Bitcoin Fund.

The underlying business model is investor-centric.  The Pearl Bitcoin Company is designed to accommodate the Bitcoin investment strategies of each direct investor, and indirect investors through the Pearl Bitcoin Fund. Investors control their investment appetite for Bitcoin-linked equity returns, the duration of their investment, and the return of capital and profits.

No long-term investment capital lockup. Unlike real estate and private equity funds, the Pearl Bitcoin Company does not enforce any long-term capital lock-up while holding investors hostage and hoping for a liquidation event at some unknown future date.  

Services supported by real people. BTC asset management services are at the core of the business model. Real people servicing the Company's investors and customers in their pursuit to maintain and manage an investment position in Bitcoin. Full transparency, institutional custody, institutional administrator, audited financial statements, customer account statements and human customer service managers.  Not a technology black box run by computers and customer service text bots.

Most states comply (i.e. not required to pay any capital gains tax to the state) if your OZ investment complies with the federal OZ code and regulations.

However, there are a few states that did not modify their state tax codes to mirror the OZ tax rules and you must pay capital gains tax to the state. These are California, Mississippi Massachusetts and North Carolina. Arkansas and Hawaii only mirror the OZ tax rules if the QOF is based in that state.

The Pearl Bitcoin Funds will be based in an OZ-designated census tract in Harlem in New York City.

With the OZ v1.0 scheduled to conclude at the end of 2026, there is increased urgency for investors seeking these unique tax benefits. Additionally, as more investors become aware of this tax-free Bitcoin investment structure, similar funds may emerge—though our experience with Opportunity Zone investing since the OZ program's inception gives us a significant advantage in implementation.

Because of the size of the fund it will be not be buying bitcoin from exchanges but will have the ability to select from a number of OTC desks. At each purchase (or sale) we will determine the best price and execution from multiple OTC desks at that particular point in time.

Each taxable year, a qualified opportunity zone business (“QOZB”) must earn at least 50 percent of its gross income from business activities within a QOZ.  The regulations provide four safe harbors that a business may use to meet this test.  These safe harbors take into account any of the following—

1.     Whether at least half of the aggregate hours of services received by the business were performed in a QOZ; or

2.     Whether at least half of the aggregate amounts that the business paid for services were for services performed in a QOZ; or

3.     Whether necessary tangible property and necessary business functions were located in a QOZ, or

4.     A determination based on facts and circumstances.

According to 26 U.S. Code § 61 - Gross income defined--gross income means all income from whatever source derived, including gross income derived from business and gains derived from dealings in property. We expect that well over 50% (and most likely 100%) of the QOZB gross income is directly associated with the QOZB business activities performed in a Qualified Opportunity Zone. Additionally, the QOZB is expected to be eligible to employ one or more of the four safe harbor provisions to support the QOZB’s contention that it satisfies the 50 percent-of-gross income test, since it will hire people and contractors to perform QOZB services in the Qualified Opportunity Zone.

According to 26 U.S. Code §1400Z-2(d)(2)(D)(i), the term “qualified opportunity zone business property” means tangible property used in a trade or business of the qualified opportunity fund (or qualified opportunity zone business) if-

(I) such property was acquired by the qualified opportunity fund (or qualified opportunity zone business) by purchase (as defined in section 179(d)(2)) after December 31, 2017,

(II) the original use of such property in the qualified opportunity zone commences with the qualified opportunity fund (or qualified opportunity zone business) or the qualified opportunity fund (or qualified opportunity zone business) substantially improves the property, and

(III) during substantially all of the qualified opportunity funds (or qualified opportunity zone business’) holding period for such property, substantially all of the use of such property was in a qualified opportunity zone.

Tangible property has form and physical substance, and it can be touched and moved.

Leased real property is also classified as QOZBP in the IRC Section 1400Z Opportunity Zones.regulations.

See IRS Digital Assets. Digital Assets, including Bitcoin, are classified by the IRS as Property, not tangible property. Therefore, Digital Assets, including Bitcoin, are not classifiable as QOZBP.

The final OZ regulations provide that Intangible Property of a qualified opportunity zone business is used in the active conduct of a trade or business in a QOZ if the following requirement is satisfied.

The use of the intangible property must be normal, usual, or customary in the conduct of the trade or business. In addition, the intangible property must be used in the QOZ in the performance of an activity of the trade or business that contributes to the generation of gross income for the trade or business.

We have already stated that the Pearl Fund Company will be engaged in the active business of Bitcoin asset management on behalf of its Members, (and the members of its Members (e.g. Pearl Bitcoin Fund)) with continuity and regularity, with the intent to generate gross income for its Members.

Then it follows that Bitcoin, which is acquired, owned and sold throughout the Company’s execution of Bitcoin asset management services, is in fact one of the primary components of the Company’s active business, and the direct ownership of Bitcoin is intended to be the primary generator of gross income for the Company’s Members (and the members of its Members).