What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-27 · 161 added, 128 removed, 94 unchanged (75% of the section changed)

2 unchanged sentences

Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its

Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and

that such information is accumulated and communicated to the Principal Executive Officer and Chief Financial Officer of the Sponsor to

allow timely decisions regarding required disclosure.

the supervision and with the participation of the Principal Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor

conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).

this evaluation, the Principal Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of December 31,

2023, the Trust’s disclosure controls and procedures were effective.

1934 Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

forms, and that such information is accumulated and communicated to the Principal Executive Officer and Chief Financial Officer

of the Sponsor to allow timely decisions regarding required disclosure.

the supervision and with the participation of the Principal Executive Officer and the Chief Financial Officer of the Sponsor,

the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).

Based on this evaluation, the Principal Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of

December 31, 2024, the Trust’s disclosure controls and procedures were effective.

Annual Report on Internal Control Over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange

Commission for newly public companies.

Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting,

as defined under Exchange Act Rules 13a-15(f) and 15d-15(f).

The Trust’s internal control over financial reporting is a

process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with accounting principles generally accepted in the United States.

Internal control

over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets, (2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance with appropriate

authorizations;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,

or disposition of the Trust’s assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s

internal control over financial reporting as of December 31, 2024.

In making this assessment, they used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework

Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and

testing of the operational effectiveness of its internal control over financial reporting.

Based on their assessment and those

criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust

maintained effective internal control over financial reporting as of December 31, 2024.

in Internal Control over Financial Reporting

were no changes in the Trust’s internal control over financial reporting that occurred during the year ended December 31,

that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

2024 that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial

Other Information.

3 unchanged sentences

The creation and operation of the Trust has been arranged by the Sponsor.

Sponsor is a wholly-owned subsidiary of Valkyrie Investments Inc.

The Sponsor is a wholly-owned subsidiary of CoinShares International Limited.

and Principals

President and Treasurer of the Sponsor are as follows:

Wald, Chief Executive Officer.

Leah Wald is an economist with expertise in asset management focused on value investing.

she was a Partner at Lucid Investment Strategies, an asset management firm that specialized in cryptocurrency investments.

at the World Bank Group and co-founded Veterati, a mentorship platform assisting unemployed and transitioning U.S.

veterans to secure

meaningful employment.

Wald co-authored the book Hyperwave Theory:

The Rogue Waves of Financial Markets.

Wald has a BA in International

Political Economy and an MSc in Management specializing in International Business from IE Business School.

Wald studied political

economics abroad at multiple universities and served as a research assistant to the Director of the University of Cambridge’s Lauterpacht

Centre for International Law where she researched and coded algorithms for a dataset examining the role of arbitrator background for

outcomes in international investment arbitration.

Wald serves on the board of directors of Cypherpunk Holdings Inc.

McClurg, Chief Investment Officer.

Steven McClurg has considerable finance and fintech experience.

Most recently, Mr.

McClurg founded

Theseus Capital, a Blockchain-powered asset management platform, followed by joining Blockchain-focused merchant bank, Galaxy Digital,

where he continued as Managing Director, building their asset management and public funds businesses.

Most relevant, Mr.

a Managing Director at Guggenheim Partners, where he was a portfolio manager and responsible for portfolio construction and strategy

for fixed income and private equity.

He also has experience in leadership roles in technology companies such as Electronic Arts.

McClurg holds a Master of Science and an MBA from Pepperdine University, where he has served as an adjunct professor.

Mognetti, Principal Executive Officer

Mognetti is the CEO and Co-founder of CoinShares International Limited (“CoinShares”), a leading European investment

company specializing in digital assets.

CoinShares is the parent company of the Sponsor.

Mognetti holds a Masters in Mathematical

Trading and Finance from Sir John Cass Business School.

He is a seasoned commodity trader, having developed advanced expertise

in areas such as quantitative analysis, risk management, and alpha generation.

His skills extend to managing trading programs

focused on macroeconomic commodities, notably cryptocurrencies.

Before co-founding CoinShares in 2014, Mr.

Mognetti served as

a quantitative trader at Hermes Commodities Fund Managers.

His role there was instrumental in establishing and implementing trading

strategies based on rigorous quantitative risk management approaches.

Butler, Principal Financial Officer and Principal Accounting Officer

Butler trained with PricewaterhouseCoopers and is a fellow of the Institute of Chartered Accountants in England and Wales with

more than 20 years of financial services experience.

Charles’s experience covers audit, accountancy, funds, trusts, and

private wealth predominantly in the offshore financial services industry.

Prior to joining CoinShares in September 2017, Charles

was a Senior Debt Fund Manager at BNP Paribas in Jersey.

At CoinShares Charles has responsibility for finance and tax matters,

and is a director of a number of group companies.

Relationships

1 unchanged sentence

Indemnification

general fiduciary duties that would otherwise be imposed on the Sponsor (which would make its operation of the Trust as described herein

impracticable due to the strict prohibition imposed by such duties on, for example, conflicts of interest on behalf of a fiduciary in

its dealings with its beneficiaries), will be replaced entirely by the terms of the Trust Agreement (to which terms all Shareholders,

by subscribing to the Shares, are deemed to consent).

general fiduciary duties that would otherwise be imposed on the Sponsor (which would make its operation of the Trust as described

herein impracticable due to the strict prohibition imposed by such duties on, for example, conflicts of interest on behalf of

a fiduciary in its dealings with its beneficiaries), will be replaced entirely by the terms of the Trust Agreement (to which terms

all Shareholders, by subscribing to the Shares, are deemed to consent).

Trust Agreement provides that the Trust shall indemnify, defend and hold harmless the Trustee (including in its individual capacity)

and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any

and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses

of counsel and fees and expenses incurred in connection with enforcement of its indemnification rights under the Trust Agreement), taxes

and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of

or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of the Trust Agreement,

the creation, operation or termination of the Trust or the transactions contemplated thereby;

provided , however , that the

Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith

or gross negligence of an Indemnified Person.

If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified

Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse

the Trustee or indemnify, defend and hold harmless an Indemnified Person as if it were the primary obligor under the Trust Agreement;

provided, however, that the Sponsor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of

the willful misconduct, bad faith or gross negligence of an Indemnified Person.

To the fullest extent permitted by law and by the requirement

for treatment of the Trust as a grantor trust for tax purposes, Expenses to be incurred by an Indemnified Person shall, from time to

time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking

by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled

to be indemnified under this Trust Agreement.

and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against

any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees

and expenses of counsel and fees and expenses incurred in connection with enforcement of its indemnification rights under the

Trust Agreement), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent

that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the

performance of the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated thereby;

provided , however , that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which

are a result of the willful misconduct, bad faith or gross negligence of an Indemnified Person.

If the Trust shall have insufficient

assets or improperly refuses to pay an Indemnified Person within sixty (60) days of a request for payment owed hereunder, the

Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified

Person as if it were the primary obligor under the Trust Agreement;

provided, however, that the Sponsor shall not be required

to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence

of an Indemnified Person.

To the fullest extent permitted by law and by the requirement for treatment of the Trust as a grantor

trust for tax purposes, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf

of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of,

such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified

under this Trust Agreement.

Delaware law, a beneficial owner of a statutory trust (such as a shareholder of the Trust) may, under certain circumstances, institute

legal action on behalf of himself and all other similarly situated beneficial owners (a “class action”) to recover damages

for violations of fiduciary duties, or on behalf of a statutory trust (a “derivative action”) to recover damages from a third

party where there has been a failure or refusal to institute proceedings to recover such damages.

In addition, beneficial owners may

have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights under the federal

securities laws and the rules and regulations promulgated thereunder by the SEC.

Beneficial owners who have suffered losses in connection

with the purchase or sale of their beneficial interests may be able to recover such losses from the Sponsor where the losses result from

a violation by the Sponsor of the anti-fraud provisions of the federal securities laws.

foregoing summary describing in general terms the remedies available to shareholders under federal law is based on statutes, rules and

decisions as of the date of this Annual Report.

As this is a rapidly developing and changing area of the law, shareholders who believe

that they may have a legal cause of action against any of the foregoing parties should consult their own counsel as to their evaluation

of the status of the applicable law at such time.

Sponsor has not adopted a code of ethics (“Code of Ethics”) as it is not required to do so under applicable laws, rules and

All employees of the Sponsor are subject to and required to comply with the Code of Ethics of Valkyrie Funds LLC, an affiliate

of the Sponsor.

The Code of Ethics of Valkyrie Funds LLC is available on the Trust’s website at www.valkyrieinvest.com/BRRR.

legal action on behalf of himself and all other similarly situated beneficial owners (a “class action”) to recover

damages for violations of fiduciary duties, or on behalf of a statutory trust (a “derivative action”) to recover damages

from a third party where there has been a failure or refusal to institute proceedings to recover such damages.

In addition, beneficial

owners may have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights

under the federal securities laws and the rules and regulations promulgated thereunder by the SEC.

Beneficial owners who have

suffered losses in connection with the purchase or sale of their beneficial interests may be able to recover such losses from

the Sponsor where the losses result from a violation by the Sponsor of the anti-fraud provisions of the federal securities laws.

foregoing summary describing in general terms the remedies available to shareholders under federal law is based on statutes, rules

and decisions as of the date of this Annual Report.

As this is a rapidly developing and changing area of the law, shareholders

who believe that they may have a legal cause of action against any of the foregoing parties should consult their own counsel as

to their evaluation of the status of the applicable law at such time.

Trust has not adopted a code of ethics (“Code of Ethics”) as it is not required to do so under applicable laws, rules

and regulations.

Trading Policies and Procedures

the Trust does not have directors, officers, or employees, it has not adopted insider trading policies and procedures governing

the purchase, sale and/or disposition of Trust securities by such persons.

Executive Compensation.

Trust have no employees or directors and are managed by the Sponsor.

Trust has no employees or directors and is managed by the Sponsor.

None of the officers of the Trust, or the members or officers

of the Sponsor receive compensation from the Trust.

Sponsor receives a monthly Sponsor’s Fee from the Trust equal a unified fee of 0.25% of the Trust’s Bitcoin Holdings.

Sponsor has irrevocably waived the Sponsor’s Fee until April 10, 2024.

No Sponsor’s Fee was accrued or paid during the fiscal

year ended December 31, 2023.

Sponsor receives a Sponsor’s Fee from the Trust equal a unified fee of 0.25% of the Trust’s Bitcoin Holdings.

Sponsor irrevocably waived the Sponsor’s Fee from January 11, 2024, until April 10, 2024.

The Sponsor’s Fee accrued

during the fiscal year ended December 31, 2024, was $1,263,370, of which $150,399 was waived.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Certain Relationships and Related Transactions, and Director Independence.

Item 11 above.

to CoinShares Co.

assuming the role of Co-Sponsor and Sponsor, CoinShares Captial Markets (Jersey) Limited, an affiliate of the

Sponsor, served as a Bitcoin Trading Counterparty of the Trust.

In such role, CoinShares Captial Markets (Jersey) Limited fulfilled

orders from the Trust for the purchase and sale of bitcoin.

No orders for the purchase or sale of bitcoin were executed with CoinShares

Captial Markets (Jersey) Limited on or since March 15, 2024, the date on which CoinShares Co.

became a Co-Sponsor to the Trust.

During the period that CoinShares Captial Markets (Jersey) Limited was a Bitcoin Trading Counterparty of the Trust, CoinShares

Captial Markets (Jersey) Limited fulfilled purchase orders with an approximate value of $295 million.

Principal Accounting Fees and Services.

Fees for services performed by Cohen & Company, Ltd.

(“Cohen”) for the year ended December 31, 2023 were

(“Cohen”) for the years ended December 31, 2024 and

2023 were as follows:

December 31, 2024

December 31, 2023

Audit-Related Fees

All Other Fees

fees for the year ended December 31, 2023 consist of fees paid to Cohen for the audit of the Trust’s

December 21, 2023 financial statements included in the Trust’s Registration Statement on Form S-1 under the 1933 Act, for the December

31, 2023 annual financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023.

The Sponsor approved all of the services provided by Cohen described above.

2 unchanged sentences

Exhibits, Financial Statement Schedules.

a list of the financial statements included herein, see Index to the Financial Statements

on page 28 of this Annual Report on Form 10-K, incorporated into this Item by reference.

(2) Financial

statement schedules have been omitted because they are either not required or not applicable

or the information is included in the consolidated financial statements or the notes thereto.

(3) Exhibits:

Financial Statements

a list of the financial statements included herein, see Index to the Financial Statements on page 19 of this Annual Report on Form

10-K, incorporated into this Item by reference.

Financial Statement Schedules

financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required

has been presented in the aforementioned financial statements.

following documents (unless otherwise indicated) are filed herewith and made a part of this Annual Report:

Exhibit Description

3.1** Certificate

of Trust, incorporated by reference to Exhibit 3.2 of the Trust’s Registration Statement

on Form S-1 (File No.

of Trust, incorporated by reference to Exhibit 3.2 of the Trust’s Registration

Statement on Form S-1 (File No.

333-252344) filed on January 22, 2021

5 unchanged sentences

3.3 of the Trust’s Registration Statement on Form S-1 (File No.

333-252344) filed on

March 15, 2024

4.3* Description of the Shares

333-252344) filed

on March 15, 2024

4.3** Description of the Shares, incorporated by reference to Exhibit 4.3 of the Trust’s Annual Report on Form 10-K (File No.

001-41909) filed on March 27, 2024

10.1** Coinbase

Prime Broker Agreement, incorporated by reference to Exhibit 10.1 of the Trust’s Registration

Statement on Form S-1 (File No.

Prime Broker Agreement, incorporated by reference to Exhibit 10.1 of the Trust’s

Registration Statement on Form S-1 (File No.

333-252344) filed on January 8, 2024

10 unchanged sentences

333-252344) filed on January 8, 2024

of Authorized Participant Agreement, incorporated by reference to Exhibit 10.6 of the Trust’s

Registration Statement on Form S-1 (File No.

of Authorized Participant Agreement, incorporated by reference to Exhibit 10.6 of the

Trust’s Registration Statement on Form S-1 (File No.

333-252344) filed on December

Accounting Agreement, incorporated by reference to Exhibit 10.7 of the Trust’s Registration

Statement on Form S-1 (File No.

Accounting Agreement, incorporated by reference to Exhibit 10.7 of the Trust’s

Registration Statement on Form S-1 (File No.

333-252344) filed on January 8, 2024

10 unchanged sentences

333-252344) filed on January 8, 2024

10.11** Secondary

Index License Agreement, incorporated by reference to Exhibit 10.11 of the Trust’s

Registration Statement on Form S-1 (File No.

333-252344) filed on January 9, 2024

10.12** Sponsor

Agreement, incorporated by reference to Exhibit 10.12 of the Trust’s Registration Statement

on Form S-1 (File No.

333-252344) filed on December 29, 2024

Waiver Agreement, incorporated by reference to Exhibit 10.13 of the Trust’s Registration

Agreement, incorporated by reference to Exhibit 10.12 of the Trust’s Registration

Statement on Form S-1 (File No.

333-252344) filed on January 9, 2024

333-252344) filed on December 29, 2024

10.13** BitGo

3 unchanged sentences

10.14** Co-Sponsor

Agreement, incorporated by reference to Exhibit 10,15 of the Trust’s Registration Statement

on Form S-1 (File No.

Agreement, incorporated by reference to Exhibit 10.15 of the Trust’s Registration

Statement on Form S-1 (File No.

333-252344) filed on March 15, 2024

10.15** Komainu Custodial Services Agreement, incorporated by reference to Exhibit 10.16 of the Trust’s Current Report on Form 8-K (File No.

001-41909) filed on October 1, 2024

23.1* Consent of Independent Registered Accounting Firm

31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1* Erroneously Awarded Incentive-Based Compensation Clawback Policy

97.1** Erroneously Awarded Incentive-Based Compensation Clawback Policy, incorporated by reference to Exhibit 97.1 of the Trust’s Annual Report on Form 10-K (File No.

001-41909) filed on March 27, 2024

101.INS* Inline

XBRL Instance Document – the instance document does not appear in the Interactive Data

File because XBRL tags are embedded within the Inline XBRL document

XBRL Instance Document – the instance document does not appear in the Interactive

Data File because XBRL tags are embedded within the Inline XBRL document

101.CAL* Inline

9 unchanged sentences

Previously filed.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report

to be signed on its behalf by the undersigned*, thereunto duly authorized .

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused

this Report to be signed on its behalf by the undersigned*, thereunto duly authorized .

VALKYRIE BITCOIN FUND

March 27, 2025

(Principal Executive Officer)

Jean-Marie Mognetti

Executive Officer

VALKYRIE BITCOIN FUND

March 27, 2025

Steven McClurg

Investment Officer (Principal Financial Officer and Principal Accounting Officer)

The Registrant is a trust and the persons are signing in their capacities as officers of Valkyrie Digital Assets LLC, the Sponsor of

the Registrant.

Charles Butler

Financial Officer and Principal Accounting Officer

The Registrant is a trust and the persons are signing in their capacities as officers of CoinShares Co., the Sponsor of the Registrant.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures