Item 1. Financial Statements
Item 1. Financial Statements (unaudited)
Statements of Financial Condition
At June 30, 2025 (unaudited) and December
31, 2024
June 30, 2025 (unaudited)
December 31, 2024
Assets
Investments in bitcoin, at fair value (cost $ 414,519,532 and
$ 563,456,383 at June 30, 2025 and December 31, 2024, respectively)
$ 625,905,470
$ 826,306,338
Total assets
$ 625,905,470
$ 826,306,338
Liabilities
Sponsor fees payable
$ 118,300
$ 190,348
Total liabilities
$ 118,300
$ 190,348
Net assets
$ 625,787,170
$ 826,115,990
Shares issued and outstanding, no par value, Unlimited shares authorized
20,705,000
31,260,000
Net asset value per Share
$ 30.22
$ 26.43
The accompanying notes are an integral
part of the financial statements.
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COINSHARES BITCOIN ETF
Schedules of Investment
At June 30, 2025 (unaudited) and December
31, 2024
June 30, 2025 (Unaudited)
Bitcoin
Cost
Fair Value
% of Net Assets
Investment in bitcoin
5,854
$ 414,519,532
$ 625,905,470
100 .0 %
Total investment
$ 414,519,532
$ 625,905,470
100 .0 %
Other assets and liabilities, net
( 118,300 )
0 .0 % (a)
Net Assets
$ 625,787,170
100 .0 %
December
31, 2024
Bitcoin
Cost
Fair
Value
%
of Net Assets
Investment in bitcoin
8,849
$ 563,456,383
$ 826,306,338
100 .0 %
Total investment
$ 563,456,383
$ 826,306,338
100 .0 %
Other assets and liabilities, net
( 190,348 )
( 0.0 )% (a)
Net Assets
$ 826,115,990
100 .0 %
(a) Represents less than 0.05 % of net assets.
The accompanying notes are an integral
part of the financial statements.
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COINSHARES BITCOIN ETF
Unaudited Statements of Operations
For
the three and six months ended June 30, 2025 and June 30, 2024
Three Months Ended
June 30, 2025 (Unaudited)
Three Months Ended
June 30, 2024 (Unaudited)
Six Months Ended
June 30, 2025 (Unaudited)
Six Months Ended
June 30, 2024 (Unaudited)
Expenses
Sponsor fee (Note 4)
$ 363,796
$ 333,163
$ 824,349
$ 447,348
Less: Sponsor fee waiver
—
( 42,682 )
—
( 156,867 )
Total expenses
363,796
290,481
824,349
290,481
Net investment income (loss)
( 363,796 )
( 290,481 )
( 824,349 )
( 290,481 )
Net realized and change in unrealized gain (loss) on investment
Net realized gain (loss) from investment
11,139,128
12,977,021
116,817,004
12,977,021
Net change in unrealized gain (loss) on investment
130,366,125
( 82,428,503 )
( 51,464,017 )
8,245,336
Net realized and change in unrealized gain (loss) on investment
141,505,253
( 69,451,482 )
65,352,987
21,222,357
Net income (loss)
$ 141,141,457
$ ( 69,741,963 )
$ 64,528,638
$ 20,931,876
Net income (loss) per share
$ 6.73
$ ( 2.43 )
$ 2.64
$ 1.00
Weighted average number of shares outstanding
20,971,758
28,752,088
24,475,691
20,982,471
The accompanying notes are an integral
part of the financial statements.
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COINSHARES BITCOIN ETF
Unaudited Statements of Changes in Net
Assets
For
the three and six months ended June 30, 2025 and June 30, 2024
Three Months Ended
June 30, 2025 (Unaudited)
Three Months Ended
June 30, 2024 (Unaudited)
Six Months Ended
June 30, 2025 (Unaudited)
Six Months Ended
June 30, 2024 (Unaudited)
Net Assets – Opening Balance
$ 480,386,204
$ 543,197,988
$ 826,115,990
$ —
Creations
43,128,516
90,486,483
60,709,538
543,084,070
Redemptions
( 38,869,007 )
( 45,629,069 )
( 325,566,996 )
( 45,702,507 )
Net investment income (loss)
( 363,796 )
( 290,481 )
( 824,349 )
( 290,481 )
Net realized gain (loss) from investment
11,139,128
12,977,021
116,817,004
12,977,021
Net change in unrealized gain (loss) on investment
130,366,125
( 82,428,503 )
( 51,464,017 )
8,245,336
Net Assets – Closing Balance
$ 625,787,170
$ 518,313,439
$ 625,787,170
$ 518,313,439
The accompanying notes are an integral
part of the financial statements.
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COINSHARES BITCOIN ETF
Notes to the Financial Statements (Unaudited)
1. Organization
CoinShares Bitcoin ETF (the “Trust”),
formerly CoinShares Valkyrie Bitcoin Fund, was organized as a Delaware statutory trust on January 20, 2021. The fiscal year for
the Trust is December 31 st . The trustee is CSC Delaware Trust Company (the “Trustee”). On June 14, 2024,
CoinShares Co., a Delaware corporation (the “Sponsor”), succeeded Valkyrie Digital Assets LLC, a Delaware limited liability
company (the “Initial Sponsor”), as the sponsor of the Trust. The Sponsor is responsible for the day-to-day administration
of the Trust. The Trust is governed by the provisions of the First Amended and Restated Trust Agreement, as amended (the “Trust
Agreement”), executed by the Initial Sponsor and the Trustee. The Trust is an exchange-traded fund that issues common shares
of beneficial interest (“Shares”) representing units of fractional undivided beneficial interests in its net assets.
There are an unlimited number of authorized shares.
The investment objective of the Trust is
for the Shares to reflect the performance of the value of a bitcoin as represented by the CME CF Bitcoin Reference Rate - New York
Variant (the “Index”), less the Trust’s liabilities and expenses. In seeking to achieve its investment objective,
the Trust holds bitcoin and values its Shares daily based on the value of bitcoin as reflected by the Index, which is an independently
calculated value based on an aggregation of executed trade flow of major bitcoin spot exchanges.
The offering of the Trust’s Shares
is registered with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Act of 1933.
2. Basis of Presentation and Summary of
Significant Accounting Policies
The Trust qualifies as an investment company
solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment
Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act
of 1940, as amended.
The Trust is an “emerging growth
company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Trust will cease
to be an “emerging growth company” upon the earliest of (i) it having $1.235 billion or more in annual revenues, (ii)
at least $700 million in market value of Shares being held by non-affiliates, (iii) it issuing 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.
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; or comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise.
The following is a summary of significant
accounting policies consistently followed by the Trust in the preparation of financial statements. The financial statements have
been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
(a) Use of Estimates
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
(b) Investment Transactions
The Trust purchases
bitcoin upon the net creation of Shares and sells bitcoin upon the net redemption of Shares. Transactions are recorded on a trade-date
basis. Realized gains (losses) and changes in unrealized gains (losses) on open positions are determined on a specific identification
basis and are recognized in the statement of operations in the period in which the sale occurred or the changes in unrealized occurred.
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The Trust utilizes an exchange traded price
from the principal market for bitcoin as of 4:00 p.m. ET on the Trust’s financial statement measurement date to
value the bitcoin held by the Trust. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare
the Trust’s financial statements in accordance with U.S. GAAP.
(c) Indemnifications
The Sponsor and
its affiliates (each a “Covered Person”) will be indemnified by the Trust and held harmless against any loss, judgment,
liability, expense incurred or amount paid in settlement of any claim sustained by it in connection with the Covered Person’s
activities for the Trust, without fraud, gross negligence, bad faith, willful misconduct or a material breach of the Trust Agreement
on the part of such indemnified party arising out of or in connection with the performance of its obligations under the Trust Agreement
and under each other agreement entered into by the Sponsor in furtherance of the administration of the Trust (including, without
limiting the scope of the foregoing, any Participant Agreement) or any actions taken in accordance with the provisions of the Trust
Agreement.
The Trustee and
any of the officers, directors, employees and agents of the Trustee shall be indemnified by the Trust as primary obligor and held
harmless against any loss, damage, liability, claim, action, suit, cost, expense, disbursement (including the reasonable fees and
expenses of counsel), tax or penalty of any kind and nature whatsoever, arising out of, imposed upon or asserted at any time against
such indemnified person in connection with the performance of its obligations under the Trust Agreement, the creation, operation
or termination of the Trust or the transactions contemplated therein; provided, however, that neither the Trust nor the Sponsor
shall be required to indemnify any such indemnified person for any such expenses which are a result of the willful misconduct,
bad faith or gross negligence of such indemnified person.
The Trust’s
maximum exposure under these arrangements is unknown because it involves future potential claims against the Trust, which cannot
be predicted with any certainty.
(d) Federal Income Taxes
The
Sponsor intends to take the position that the Trust will be treated as a grantor trust under the Internal Revenue Code of 1986,
as amended. If so qualified, the Trust will not be subject to U.S. federal income tax to the extent it distributes substantially
all of its investment income and capital gains to shareholders. Therefore, no federal income tax provision is required. Rather,
a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial
owner of Shares.
3. Investment Valuation and Calculation
of Net Asset Value (“NAV”)
FASB Accounting Standards Codification
Topic 820, Fair Value Measurements and Disclosures, provides a single definition of fair value, a hierarchy for measuring fair
value and expanded disclosures about fair value adjustments.
GAAP defines fair value as the price the
Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the
measurement date. The Trust’s policy is to value its investments at fair value.
Various inputs are used in determining
the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”), or
they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy
consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within
the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety.
The three levels of the fair value hierarchy are as follows:
Level 1 — Unadjusted quoted prices
in active markets for identical assets or liabilities.
Level 2 — Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices
for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability
and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3 — Inputs that are unobservable
for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.
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The following table summarizes the Trust’s
investments at fair value:
June 30, 2025 (Unaudited)
Level 1
Level 2
Level 3
Bitcoin
$ 625,905,470
$ —
$ —
Total Investments
$ 625,905,470
$ —
$ —
December 31, 2024
Level 1
Level 2
Level 3
Bitcoin
$ 826,306,338
$ —
$ —
Total Investments
$ 826,306,338
$ —
$ —
There were no transfers between Level 1 and other Levels for the six months ended June 30, 2025, or for the year
ended December 31, 2024.
The Trust fair values investments for financial
statement purposes, categorizing those investments using the hierarchy as described above.
The Trust’s NAV is calculated by
subtracting all accrued fees, expenses and other liabilities from the fair value of its bitcoin and other assets. The Trust’s
NAV per share is calculated by taking the Trust’s NAV divided by the total amount of Shares outstanding.
4. Trust Expenses
The Trust pays
to the Sponsor a Sponsor fee (the “Sponsor Fee”) in accordance with the Trust Agreement. The Sponsor Fee accrues daily
by applying an annual rate of 0.25 % to the Trust’s bitcoin holdings. The Sponsor Fee is paid in bitcoins at such times
as determined in the Sponsor’s sole discretion. The Trust is not responsible for paying any fees or costs associated with
the transfer of bitcoin to the Sponsor or the sale of bitcoin for costs not included in the Sponsor Fee.
The Sponsor is
obligated to assume and pay the following fees and expenses of the Trust: the Marketing Agent fee, the Administrator fee, the Custodian
fee, the Cash Custodian fee, the Transfer Agent fee, the Trustee fee, applicable license fees, including the licensing fees related
to the Index License Agreement, fees and expenses related to trading of Shares on Nasdaq (including marketing, legal and audit
fees and expenses), legal expenses, audit fees, regulatory fees, including any fees relating to the registration of the Shares
with the SEC, printing and mailing costs and costs of maintaining the Trust’s website.
U.S. Bancorp Fund
Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect subsidiary of U.S. Bancorp,
serves as the Trust’s fund accountant, fund administrator and the transfer agent of the Trust, pursuant to certain fund accounting
servicing, fund administration servicing and transfer agent servicing agreements. U.S. Bank N.A., a subsidiary of U.S. Bancorp
and parent company of Fund Services, serves as the Trust’s cash custodian pursuant to a custody agreement.
Paralel Distributors
LLC (the “Marketing Agent”) serves as the Trust’s marketing agent pursuant to a marketing agent agreement.
Coinbase Custody Trust Company, LLC, BitGo
Trust Company, Inc., and Komainu (Jersey) Limited (the “Custodians”) are custodians of the Trust.
5. Creation and Redemption of Creation Units
The Trust issues
Shares on an ongoing basis, but only in one or more blocks of 5,000 Shares (a “Basket”). The Trust issues
Baskets of Shares to certain authorized participants on an ongoing basis and redeems Shares in Baskets on an ongoing basis from
Authorized Participants.
Authorized participants
are the only persons that may place orders to create and redeem Baskets. Authorized participants must be (1) registered broker-dealers
or other securities market participants, such as banks or other financial institutions, that are not required to register as broker-dealers
to engage in securities transactions as described below, and (2) Depository Trust Company participants.
Authorized participants
pay the transfer agent a fee for each order they place to create or redeem one or more Baskets. In addition, an authorized participant
is required to reimburse the Trust or the Sponsor, as applicable, for any operational processing and brokerage costs, transfers
fees, network fees, stamp taxes and part or all of the spread between the expected bid and offer side of the market related to
the bitcoin being purchased or sold in connection with such order (the “Execution Charges”, and collectively with the
Transfer Agent Fee, the “Transaction Fees”). The Transaction Fees may be reduced, increased or otherwise changed by
the Sponsor.
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Activity in the number and value of
Shares created and redeemed for the six months ended June 30, 2025 and 2024 are as follows:
Number of Shares
Value of Shares
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
Creations
2,255,000
32,040,000
$ 60,709,538
$ 543,084,070
Redemptions
( 12,810,000 )
( 2,495,000 )
$ ( 325,566,996 )
$ ( 45,702,507 )
Net change in Shares created and redeemed
( 10,555,000 )
29,545,000
$ ( 264,857,458 )
$ 497,381,563
6. Investment Transactions
For the six months ended June 30, 2025
and 2024, the cost of purchases and proceeds from sales of bitcoin by the Trust, were as follows:
Purchases
Sales
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
$ 60,654,997
$ 543,007,288
$ 326,408,852
$ 45,804,971
7. Related Party Transactions
Certain officers
of the Trust are affiliated with the Sponsor and are not paid any fees by the Trust for serving in such capacities.
The Initial Sponsor
agreed to waive Sponsor fees for the first three months of the Trust’s operations, through April 10, 2024. For the six months
ended June 30, 2024, the Trust incurred $ 447,348 in Sponsor Fees, of which, $ 156,867 was waived by the Initial Sponsor.
For the six months ended June 30, 2025, the Trust incurred $ 824,349 in Sponsor Fees.
On January 10,
2024, Valkyrie Funds LLC, at such time an affiliate of the Initial Sponsor, purchased 40,000 Shares at a per-Share price
of $ 13 .00. Delivery of these Shares was made on January 11, 2024. Total proceeds to the Trust from the sale of these Shares
was $ 520,000 .
On March 15, 2024,
the Trust entered into an agreement with CoinShares Co., a Delaware corporation, to act as Co-Sponsor of the Trust in an advisory
capacity. Effective June 14, 2024 (the “Effective Date”), the Initial Sponsor
withdrew as Co-Sponsor to the Trust. Pursuant to Section 6.9 of the Trust Agreement, on the Effective Date of the Initial Sponsor’s
withdrawal as Co-Sponsor to the Trust, CoinShares Co. automatically and without further action by the Co-Sponsor, Trustee
or the Shareholders (as defined in the Trust Agreement) became the successor Sponsor and has all the powers, rights, duties and
obligations of the Sponsor under the Trust Agreement.
Prior to CoinShares
Co. assuming the role of Co-Sponsor and Sponsor, CoinShares Capital Markets (Jersey) Limited, an affiliate of the Sponsor, served
as a Bitcoin Trading Counterparty of the Trust. In such role, CoinShares Capital 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 Capital
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 Capital Markets (Jersey) Limited was a Bitcoin Trading Counterparty of the Trust, CoinShares Capital
Markets (Jersey) Limited fulfilled purchase orders with an approximate value of $ 295 million.
As of June 30,
2025, affiliates of the Sponsor owned 18,140,000 Shares of the Trust.
8. Commitments and Contingencies
In
the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The
Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against
the Trust which have not yet occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss
under these arrangements to be remote.
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9. Segment Reporting
The
Sponsor acts as the Trust’s Chief Operating Decision Maker (“CODM’) and is responsible for assessing
performance and allocating resources with respect to the Trust. The CODM has concluded that the Trust operates as a single
operating segment since the Trust has a single investment strategy as disclosed in its prospectus, against which the CODM
assesses performance. The financial information provided to and reviewed by the CODM is presented within the Trust’s
financial statements.
10. Financial Highlights
The Trust is presenting the following financial
highlights related to investment performance and operations of a Share outstanding for the three and six months ended June 30,
2025, the three months ended June 30, 2024, and the period from January 10, 2024 (the initial share purchase date) through June
30, 2024. The total return at NAV is based on the change in NAV of a Share during the period and the total return at market value
is based on the change in market value of a Share on the Nasdaq Stock Market, LLC during the period. An individual investor’s
return and ratios may vary based on the timing of capital transactions.
Financial Highlights (Unaudited)
For the three and six months ended June
30, 2025, the three months ended June 30, 2024 and the period January 10, 2024 through June 30, 2024:
Three Months Ended
June 30, 2025
(unaudited)
Three Months Ended
June 30, 2024 (unaudited)
Six Months Ended
June 30, 2025 (unaudited)
Period Ended
June 30, 2024 (unaudited)
Net Asset Value
Net Asset Value per Share, beginning of period
$ 23.49
$ 20.06
$ 26.43
$ 13.00
Net investment income (loss)
( 0.02 )
( 0.01 )
( 0.03 )
( 0.01 )
Net realized and change in unrealized Gain (loss)
6.75
( 2.51 )
3.82
4.55
Net income (loss)
6.73
( 2.52 )
3.79
4.54
Net asset value per Share, end of period
$ 30.22
$ 17.54
$ 30.22
$ 17.54
Market Value per Share, beginning of period
$ 23.30
$ 20.13
$ 26.45
$ 13.00
Market Value per Share, end of period
$ 30.47
$ 16.99
$ 30.47
$ 16.99
Ratio to average net assets
Net investment income (loss) (1)
( 0.25 )%
( 0.22 )%
( 0.25 )%
( 0.16 )%
Gross expenses (1)
0.25 %
0.25 %
0.25 %
0.25 %
Net expenses (1)(3)
0.25 %
0.22 %
0.25 %
0.16 %
Total return, at net asset value (2)
28.65 %
( 12.56 )%
14.34 %
34.92 %
Total return, at market value (2)
30.77 %
( 15.60 )%
15.20 %
30.69 %
(1) Annualized
(2) Not annualized
(3) Includes voluntary reimbursement of sponsor fees of 0.03 % for
the three months ended June 30, 2024 and 0.09 % for the period ended June 30, 2024
11. Subsequent Events
On July 25, 2025, the Trust's name was
changed from CoinShares Valkyrie Bitcoin Trust to CoinShares Bitcoin ETF.
The Sponsor has evaluated all subsequent
events through the issuance of the financial statements and has noted no other events requiring adjustment or additional disclosure
in the financial statements other than the item noted above.
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