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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-28 · 490 added, 58 removed, 197 unchanged (74% of the section changed)

3 unchanged sentences

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

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

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

the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under 1934 Act Rule 13a-15(e).

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

2025, the Trust’s disclosure controls and procedures were effective.

Annual Report on Internal Control Over Financial Reporting

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).

as defined under 1934 Act Rules 13a-15(f) and 15d-15(f).

The Trust’s internal control over financial reporting is a

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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.

(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.

19 unchanged sentences

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

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

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

and Principals

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.

Mognetti is the CEO and Co-founder of CoinShares International Limited (“CoinShares”), a leading global digital asset

manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array

of clients that include corporations, financial institutions, and individuals.

A wholly owned subsidiary of 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.

Mognetti served as a quantitative trader at Hermes Commodities Fund Managers.

there was instrumental in establishing and implementing trading strategies based on rigorous quantitative risk management approaches.

Butler, Principal Financial Officer and Principal Accounting Officer

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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.

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

12 unchanged sentences

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.

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

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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.

under the Trust Agreement.

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

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

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

officers of the Sponsor receive compensation from the Trust.

Sponsor receives a Sponsor’s Fee from the Trust equal to 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.

1 unchanged sentence

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

Sponsor’s Fee accrued during the fiscal year ended December 31, 2025, was $1,618,079.

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

2 unchanged sentences

to CoinShares Co.

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

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 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.

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

orders from the Trust for thepurchase and sale of bitcoin.

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

CoinShares Capital Markets (Jersey) Limited on or sinceMarch 15, 2024, the date on which CoinShares Co.

became a Co-Sponsor to the

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 approximatevalue of $295 million.

Principal Accounting Fees and Services.

Fees for services performed by Cohen & Company, Ltd.

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

2023 were as follows:

(“Cohen & Co”) for the years ended December

31, 2025 and 2024, were as follows:

December 31, 2025

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All Other Fees

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

The Sponsor pre-approves all audit and allowed non-audit

services of the Trust’s independent registered public accounting firm, including all engagement fees and terms.

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

The Sponsor pre-approves all audit

and allowed non-audit services of the Trust’s independent registered public accounting firm, including all engagement fees

Exhibits, Financial Statement Schedules.

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.

a list of the financial statements included herein, see Index to the Financial Statements on page F-1 of this Annual Report on

Form 10-K, incorporated into this Item by reference.

Financial Statement Schedules

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333-252344) filed on January 22, 2021

4.1** Amended

and Restated Trust Agreement, incorporated by reference to Exhibit 3.1 of the Trust’s

Registration Statement on Form S-1 (File No.

Amended and Restated Trust Agreement, incorporated by reference to Exhibit 3.1 of the

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

333-252344) filed on December

3 unchanged sentences

on March 15, 2024

Amendment to the First Amended and Restated Trust Agreement, incorporated by reference

to Exhibit 4.4 of the Trust’s Current Report on Form 8-K (File No.

001-41909) filed

on June 14, 2024

Amendment to the First Amended and Restated Trust Agreement, incorporated by reference

to Exhibit 4.5 of the Trust’s Current Report on Form 8-K (File No.

001-41909) filed

on July 25, 2025

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

44 unchanged sentences

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.

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

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Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Previously filed.

** Previously

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

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

of Independent Registered Public Accounting Firm

of Financial Condition at December 31, 2025 and 2024

of Investment at December 31, 2025 and 2024

of Operations for the year ended December 31, 2025, and 2024

of Changes in Net Assets for the year ended December 31, 2025, 2024, and the period December 21, 2023 (date of seed audit),

through December 31, 2023

to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Sponsor and Shareholders of

on the Financial Statements

have audited the accompanying statements of financial condition, including the schedules of investment, of CoinShares Bitcoin

ETF (the “Trust”) as of December 31, 2025 and December 31, 2024, the related statements of operations for the years

then ended, statements of changes in net assets for the years then ended and for the period from December 21, 2023 (date of seed

audit) through December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December

31, 2025 and December 31, 2024, the results of its operations for the years then ended, and changes in its net assets for the

years then ended and for the period from December 21, 2023 (date of seed audit) through December 31, 2023, in conformity with

accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Trust’s management.

Our responsibility is to express an opinion on the

Trust’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or

The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the

purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.

we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our procedures included confirmation of cash and digital assets

owned as of December 31, 2025 and December 31, 2024 by correspondence with the custodians.

Our audits also included evaluating

the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of

the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

have served as the Trust’s auditor since 2023.

& COMPANY, LTD.

Wisconsin 925

of Financial Condition

December 31, 2025 and 2024

December 31, 2025

December 31, 2024

Investments in bitcoin, at fair value (cost $ 427,528,143 and $ 563,456,383 at December 31, 2025, and December 31, 2024, respectively)

$ 505,489,906

$ 826,306,338

$ 505,489,906

$ 826,306,338

Sponsor fees payable

Total liabilities

$ 505,380,907

$ 826,115,990

Shares issued and outstanding, no par value, Unlimited shares authorized

Net asset value per Share

accompanying notes are an integral part of the financial statements.

of Investment

December 31, 2025

% of Net Assets

Investment in bitcoin

$ 427,528,143

$ 505,489,906

Total investment

$ 427,528,143

$ 505,489,906

Other assets and liabilities, net

$ 505,380,907

December 31, 2024

% of Net Assets

Investment in bitcoin

$ 563,456,383

$ 826,306,338

Total investment

$ 563,456,383

$ 826,306,338

Other assets and liabilities, net

$ 826,115,990

(a) Represents less

than 0.05 % of net assets.

accompanying notes are an integral part of the financial statements.

of Operations

the years ended December 31, 2025 and 2024

the Year Ended

Sponsor fee (Note 4)

Sponsor fee waiver

Total expenses

Net investment income (loss)

( 1,618,079 )

( 1,112,971 )

Net realized and unrealized gain (loss)

Net realized gain (loss) from:

Bitcoin transferred to pay Sponsor fee

Bitcoin sold for the redemption of Shares

Net realized gain (loss)

Net change in unrealized gain (loss) on investment

( 184,888,192 )

Net realized and change in unrealized gain (loss) on investment

( 48,087,969 )

Net income (loss)

$ ( 49,706,048 )

$ 306,959,179

Net income (loss) per share

Weighted average number of shares outstanding

accompanying notes are an integral part of the financial statements.

of Changes in Net Assets

the years ended December 31, 2025 and 2024, and period ended December 31, 2023

For the Year Ended

December 31, 2025

For the Year Ended

December 31, 2024

For the Period

December 21, 2023

(date of seed audit)

December 31, 2023 (a)

Net Assets – Opening Balance

$ 826,115,990

( 383,655,403 )

( 112,939,140 )

Net investment income (loss)

( 1,618,079 )

( 1,112,971 )

Net realized gain (loss) from investment

Net change in unrealized gain (loss) on investment

( 184,888,192 )

Net Assets – Ending Balance

$ 505,380,907

$ 826,115,990

Trust had not commenced operations as of December 31, 2023.

accompanying notes are an integral part of the financial statements.

Valkyrie Bitcoin Fund

to the Financial Statements

Bitcoin ETF (the “Trust”), formerly known as 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.

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.

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.

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.

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.

offering of the Trust’s Shares is registered with the Securities and Exchange Commission (“SEC”) in accordance

with the Securities Act of 1933.

Basis of Presentation and Summary of Significant Accounting Policies

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.

Trust is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS

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.

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.

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”).

Use of Estimates

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

Actual results could differ from those estimates.

Investment Transactions

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.

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.

Indemnifications

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.

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.

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.

Federal Income Taxes

Sponsor intends to take the position that the Trust will be treated as a grantor trust under the Internal Revenue Code of 1986,

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.

a pro rata portion of the Trust’s income, gain, losses and deductions will “flow through” to each beneficial

owner of Shares.

Investment Valuation and Calculation of Net Asset Value (“NAV”)

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.

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.

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:

1 — Unadjusted quoted prices in active markets for identical assets or liabilities.

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;

3 — Inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining

the fair value of investments.

following table presents information about the Trust’s investments at fair value:

December 31, 2025

$ 505,489,906

Total Investments

$ 505,489,906

December 31, 2024

$ 826,306,338

Total Investments

$ 826,306,338

were no transfers between Level 1 and other Levels for the year ended December 31, 2025, or for the year ended

December 31, 2024.

Trust fair values investments for financial statement purposes, categorizing those investments using the hierarchy as described

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.

following represents the changes in quantity of bitcoin and the respective fair value:

Beginning Balance as of January 1, 2025

$ 826,306,338

Bitcoin purchased

Bitcoin sold for the redemption of Shares

( 383,592,918 )

Bitcoin transferred to pay the Sponsor fee

( 1,699,428 )

Net Change in unrealized appreciation (depreciation) from investment in bitcoin

( 184,888,192 )

Net Realized gain on investments in bitcoin

Ending balance as of December 31, 2025

$ 505,489,906

Beginning Balance as of January 1, 2024 (a)

Bitcoin purchased

Bitcoin sold for the redemption of Shares

( 112,856,064 )

Bitcoin transferred to pay Sponsor fee

Net change in unrealized appreciation (depreciation) from investment in bitcoin

Net realized gain on investments in bitcoin

Ending balance as of December 31, 2024

$ 826,306,338

The Trust did not hold bitcoin as of or prior to January 1, 2024

Trust Expenses

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.

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.

Bancorp Fund Services, LLC, doing business as U.S.

Bank Global Fund Services (“Fund Services”), an indirect subsidiary

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.

subsidiary of U.S.

Bancorp and parent company of Fund Services, serves as the Trust’s cash custodian pursuant to a custody

Distributors LLC (the “Marketing Agent”) serves as the Trust’s marketing agent pursuant to a marketing agent

Custody Trust Company, LLC, BitGo Trust Company, Inc., and Komainu (Jersey) Limited (the

“Custodians”) are custodians of the Trust.

Creation and Redemption of Creation Units

Trust issues Shares on an ongoing basis, but only in one or more blocks of 5,000 Shares (a “Basket”).

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.

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.

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.

in the number and value of Shares created and redeemed for the year ended December 31, 2025 and 2024, are as follows:

Number of Shares

Value of Shares

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

$ 112,626,368

$ 632,095,951

( 14,690,000 )

( 5,375,000 )

$ ( 383,655,403 )

$ ( 112,939,140 )

Net change in Shares created and redeemed

( 10,835,000 )

$ ( 271,029,035 )

$ 519,156,811

Investment Transactions

the year ended December 31, 2025 and 2024, the cost of purchases and proceeds from sales of bitcoin by the Trust, were as follows:

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

$ 112,563,883

$ 632,012,875

$ 385,292,346

$ 113,778,687

Related Party Transactions

officers of the Trust are affiliated with the Sponsor and are not paid any fees by the Trust for serving in such capacities.

Initial Sponsor agreed to waive Sponsor fees for the first three months of the Trust’s operations, through April 10, 2024.

For the year ended December 31, 2024, the Trust incurred $ 1,263,370 in Sponsor Fees, of which, $ 150,399 was waived by

the Initial Sponsor.

For the year ended December 31, 2025, the Trust incurred $ 1,618,079 in Sponsor Fees.

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 .

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.

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.

of December 31, 2025, affiliates of the Sponsor owned 18,140,000 Shares of the Trust.

Commitments and Contingencies

the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses.

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.

Segment Reporting

Principal Accounting Officer of the Sponsor performs the functions of the Trust’s Chief Operating Decision Maker (“CODM”).

The CODM monitors the operating results of the Trust as a whole, and the Trust's asset allocation is managed in accordance with

its prospectus dated July 25, 2025 (the “Prospectus”).

The Trust operates as a single operating and reporting segment

pursuant to its investment objective.

The Trust's Prospectus describes the Trust's fees, investment objective, and principal risks,

among other items.

The Trust's portfolio composition, total returns, expense ratios and changes in net assets used by the CODM

to assess segment performance and make resource allocations are consistent with the information presented within the Trust's financial

The financial information provided to and reviewed by the CODM is presented within the Trust’s financial statements.

Financial Highlights

Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding

for the years ended December 31, 2025, and the period from January 10, 2024 (the initial share purchase date), through December

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.

following financial highlights relate to investment performance and operations for a Share outstanding for the year ended December

31, 2025, and the period January 10, 2024 (initial share purchase date), through December 31, 2024.

December 31, 2025

December 31, 2024

Net Asset Value

Net Asset Value per Share, beginning of period

Net investment income (loss)

Net realized and change in unrealized Gain (loss)

Net income (loss)

Net asset value per Share, end of period

Market Value per Share, beginning of period

Market Value per Share, end of period

Ratio to average net assets

Net investment income (loss)

Gross expenses

Total return, at net asset value

Total return, at market value

Not annualized

Includes voluntary reimbursement of sponsor fees of 0.03 %

Sponsor has evaluated all subsequent events through the issuance of the financial statements and has noted no events requiring

adjustment or additional disclosure in the financial statements during the period.

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