Item 1. Financial Statements
Item
1. Financial Statements (unaudited)
Statements
of Financial Condition
At
September 30, 2025 (unaudited) and December 31, 2024
September 30, 2025 (unaudited)
December 31, 2024
Assets
Investments in bitcoin, at fair value (cost $ 436,028,789 and $ 563,456,383 at September 30, 2025 and December 31, 2024, respectively)
$ 682,589,262
$ 826,306,338
Total assets
$ 682,589,262
$ 826,306,338
Liabilities
Sponsor fees payable
$ 128,616
$ 190,348
Total liabilities
$ 128,616
$ 190,348
Net assets
$ 682,460,646
$ 826,115,990
Shares issued and outstanding, no par value, Unlimited shares authorized
21,120,000
31,260,000
Net asset value per Share
$ 32.31
$ 26.43
The
accompanying notes are an integral part of the financial statements.
1
COINSHARES
BITCOIN ETF
Schedules
of Investment
At
September 30, 2025 (unaudited) and December 31, 2024
September 30, 2025 (Unaudited)
Bitcoin
Cost
Fair Value
% of Net Assets
Investment in bitcoin
5,967
$ 436,028,789
$ 682,589,262
100 .0 %
Total investment
$ 436,028,789
$ 682,589,262
100 .0 %
Other assets and liabilities, net
( 128,616 )
0 .0 % (a)
Net Assets
$ 682,460,646
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.
2
COINSHARES
BITCOIN ETF
Unaudited
Statements of Operations
For
the three and nine months ended September 30, 2025 and September 30, 2024
Three Months Ended
September 30, 2025 (Unaudited)
Three Months Ended
September 30, 2024 (Unaudited)
Nine Months Ended
September 30, 2025 (Unaudited)
Nine Months Ended
September 30, 2024 (Unaudited)
Expenses
Sponsor fee (Note 4)
$ 424,972
$ 344,255
$ 1,249,321
$ 791,603
Less: Sponsor fee waiver
—
—
—
( 156,867 )
Total expenses
424,972
344,255
1,249,321
634,736
Net investment income (loss)
( 424,972 )
( 344,255 )
( 1,249,321 )
( 634,736 )
Net realized and change in unrealized gain (loss) on investment
Net realized gain (loss) from investment
8,578,084
1,994,668
125,395,088
14,971,689
Net change in unrealized gain (loss) on investment
35,174,535
10,981,879
( 16,289,482 )
19,227,215
Net realized and change in unrealized gain (loss) on investment
43,752,619
12,976,547
109,105,606
34,198,904
Net income (loss)
$ 43,327,647
$ 12,632,292
$ 107,856,285
$ 33,564,168
Net income (loss) per share
$ 2.08
$ 0.41
$ 4.64
$ 1.37
Weighted average number of shares outstanding
20,875,761
31,007,989
23,262,527
24,467,212
The
accompanying notes are an integral part of the financial statements.
3
COINSHARES
BITCOIN ETF
Unaudited
Statements of Changes in Net Assets
For
the three and nine months ended September 30, 2025 and September 30, 2024
Three Months Ended
September 30, 2025 (Unaudited)
Three Months Ended
September 30, 2024 (Unaudited)
Nine Months Ended
September 30, 2025 (Unaudited)
Nine Months Ended
September 30, 2024 (Unaudited)
Net Assets – Opening Balance
$ 625,787,170
$ 518,313,439
$ 826,115,990
$ —
Creations
37,018,816
47,489,332
97,728,354
590,573,402
Redemptions
( 23,672,987 )
( 8,779,824 )
( 349,239,983 )
( 54,482,331 )
Net investment income (loss)
( 424,972 )
( 344,255 )
( 1,249,321 )
( 634,736 )
Net realized gain (loss) from investment
8,578,084
1,994,668
125,395,088
14,971,689
Net change in unrealized gain (loss) on investment
35,174,535
10,981,879
( 16,289,482 )
19,227,215
Net Assets – Closing Balance
$ 682,460,646
$ 569,655,239
$ 682,460,646
$ 569,655,239
The
accompanying notes are an integral part of the financial statements.
4
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 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.
5
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.
6
The
following table summarizes the Trust’s investments at fair value:
September 30, 2025 (Unaudited)
Level 1
Level 2
Level 3
Bitcoin
$ 682,589,262
$ —
$ —
Total Investments
$ 682,589,262
$ —
$ —
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 nine months ended September
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.
7
Activity
in the number and value of Shares created and redeemed for the nine months ended September 30, 2025 and 2024 are as follows:
Number of Shares
Value of Shares
September 30, 2025
September 30, 2024
September 30, 2025
September 30, 2024
Creations
3,415,000
34,770,000
$ 97,728,354
$ 590,573,402
Redemptions
( 13,555,000 )
( 3,050,000 )
$ ( 349,239,983 )
$ ( 54,482,331 )
Net change in Shares created and redeemed
( 10,140,000 )
31,720,000
$ ( 251,511,629 )
$ 536,091,071
6. Investment Transactions
For
the nine months ended September 30, 2025 and 2024, the cost of purchases and proceeds from sales of bitcoin by the Trust, were
as follows:
Purchases
Sales
September 30, 2025
September 30, 2024
September 30, 2025
September 30, 2024
$ 97,671,950
$ 590,496,202
$ 350,494,632
$ 54,931,114
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 nine months ended September 30, 2024, the Trust incurred $ 791,603 in Sponsor
Fees, of which, $ 156,867 was waived by the Initial Sponsor. For the nine months ended September 30, 2025, the Trust incurred $ 1,249,321
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 September 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.
8
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 nine months ended September 30, 2025, the three months ended September 30, 2024, and the period from January
10, 2024 (the initial share purchase date) through September 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 nine months ended September 30, 2025, the three months ended September 30, 2024 and the period January 10, 2024
through September 30, 2024:
Three
Months Ended
September 30, 2025
(unaudited)
Three
Months Ended
September 30, 2024 (unaudited)
Nine Months
Ended
September 30, 2025 (unaudited)
Period
Ended
September 30, 2024 (unaudited)
Net Asset Value
Net Asset Value per Share, beginning of period
$ 30.22
$ 17.54
$ 26.43
$ 13.00
Net investment income (loss)
( 0.02 )
( 0.01 )
( 0.05 )
( 0.03 )
Net realized and change in unrealized Gain (loss)
2.11
0.43
5.93
4.99
Net income (loss)
2.09
0.42
5.88
4.96
Net asset value per Share, end of period
$ 32.31
$ 17.96
$ 32.31
$ 17.96
Market Value per Share, beginning of period
$ 30.47
$ 16.99
$ 26.45
$ 13.00
Market Value per Share, end of period
$ 32.33
$ 17.98
$ 32.33
$ 17.98
Ratio to average net assets
Net investment income (loss) (1)
( 0.25 )%
( 0.25 )%
( 0.25 )%
( 0.20 )%
Gross expenses (1)
0.25 %
0.25 %
0.25 %
0.25 %
Net expenses (1)(3)
0.25 %
0.25 %
0.25 %
0.20 %
Total return, at net asset value (2)
6.92 %
2.39 %
22.25 %
38.15 %
Total return, at market value (2)
6.10 %
5.83 %
22.23 %
38.31 %
(1) Annualized
(2) Not
annualized
(3) Includes
voluntary reimbursement of sponsor fees of 0.05 % for the period ended September 30, 2024
11.
Subsequent Events
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.
9
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.