Item 9A. Controls and Procedures
Item
9A. Controls and Procedures.
Disclosure
Controls and Procedures
The
Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its
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 Principal Financial Officer
of the Sponsor to allow timely decisions regarding required disclosure.
Under
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). Based
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.
Management’s
Annual Report on Internal Control Over Financial Reporting
The
Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined under 1934 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.
Because
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.
The
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, 2025. 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
(2013). 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, 2025.
70
Changes
in Internal Control over Financial Reporting
There
were no changes in the Trust’s internal control over financial reporting that occurred during the year ended December 31,
2025, that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial
reporting.
Item
9B. Other Information.
Not
applicable .
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not
applicable.
71
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
The
Sponsor
The
Trust does not have any directors, officers or employees. The creation and operation of the Trust has been arranged by the Sponsor.
The Sponsor is wholly-owned by a wholly owned subsidiary of CoinShares International Limited.
Background
and Principals
Jean-Marie
Mognetti, Principal Executive Officer
Jean-Marie
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. Mr. 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.
Charles
Butler, Principal Financial Officer and Principal Accounting Officer
Charles
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.
Family
Relationships
There
are no family relationships among our executive officers.
Indemnification
The
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).
72
The
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 the Trust Agreement.
Under
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.
The
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.
73
Code
of Ethics
The
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.
Insider
Trading Policies and Procedures
Because
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.
Item
11. Executive Compensation.
The
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.
The
Sponsor receives a Sponsor’s Fee from the Trust equal to a unified fee of 0.25% of the Trust’s Bitcoin Holdings.
The
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.
The
Sponsor’s Fee accrued during the fiscal year ended December 31, 2025, was $1,618,079.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not
applicable.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
See
Item 11 above.
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 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
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 approximatevalue of $295 million.
74
Item
14. Principal Accounting Fees and Services.
(1)
to (4). Fees for services performed by Cohen & Company, Ltd. (“Cohen & Co”) for the years ended December
31, 2025 and 2024, were as follows:
Year
Ended
December 31, 2025
Year
Ended
December 31, 2024
Audit Fees
$ 92,000
$ 27,000
Audit-Related Fees
—
1,000
Tax Fees
15,000
—
All Other Fees
—
—
Total:
$ 107,000
$ 28,000
(5)
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
and terms.
75
PART
IV
Item
15. Exhibits, Financial Statement Schedules.
(a)(1)
Financial Statements
For
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.
(b)(1)
Financial Statement Schedules
No
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.
(c)(1)
Exhibits
The
following documents (unless otherwise indicated) are filed herewith and made a part of this Annual Report:
Exhibit No. 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. 333-252344) filed on January 22, 2021
4.1** First
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
29, 2023
4.2** First
Amendment to the Amended and Restated Trust Agreement, incorporated by reference to Exhibit
3.3 of the Trust’s Registration Statement on Form S-1 (File No. 333-252344) filed
on March 15, 2024
4.3** Second
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
4.4** Third
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. 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. 333-252344) filed on January 8, 2024
10.2** Coinbase
Custody Custodial Services Agreement (included as Exhibit A in Exhibit
10.1 )
10.3** Coinbase
Post-Trade Financing Agreement (included as Exhibit C in Exhibit
10.1 )
10.4** Trust
Administration Agreement, incorporated by reference to Exhibit 10.4 of the Trust’s
Registration Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024
10.5** Transfer
Agency and Services Agreement, incorporated by reference to Exhibit 10.5 of the Trust’s
Registration Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024
10.6** Form
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
29, 2023
76
10.7** Trust
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
10.8** Cash
Custody Agreement, incorporated by reference to Exhibit 10.8 of the Trust’s Registration
Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024
10.9** Marketing
Agent Agreement, incorporated by reference to Exhibit 10.9 of the Trust’s Registration
Statement on Form S-1 (File No. 333-252344) filed on December 29, 2023
10.10** Index
License Agreement, incorporated by reference to Exhibit 10.10 of the Trust’s Registration
Statement on Form S-1 (File No. 333-252344) filed on January 8, 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, 2023
10.13** BitGo
Custodial Services Agreement, incorporated by reference to Exhibit 10.14 of the Trust’s
Registration Statement on Form S-1 (File No. 333-252344) filed on February 1, 2024
10.14** Co-Sponsor
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
31.2* Certification of Principal Financial 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
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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
101.CAL* Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover
Page Interactive Data File (embedded within the Inline XBRL document)
* Filed
herewith.
** Previously
filed.
77
SIGNATURES
Pursuant
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 .
COINSHARES
VALKYRIE BITCOIN FUND
Date:
March 10, 2026
By:
/s/
Jean-Marie Mognetti
Name:
Jean-Marie
Mognetti
Title:
Principal
Executive Officer
COINSHARES
VALKYRIE BITCOIN FUND
Date:
March 10, 2026
By:
/s/
Charles Butler
Name:
Charles
Butler
Title:
Principal
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.
78
CoinShares
Bitcoin ETF
FINANCIAL
STATEMENTS
Index
Page
Report
of Independent Registered Public Accounting Firm
F-2
Statements
of Financial Condition at December 31, 2025 and 2024
F-3
Schedules
of Investment at December 31, 2025 and 2024
F-4
Statements
of Operations for the year ended December 31, 2025, and 2024
F-5
Statements
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
F-6
Notes
to Financial Statements
F-7
F- 1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Sponsor and Shareholders of
CoinShares
Bitcoin ETF
Opinion
on the Financial Statements
We
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.
Basis
for Opinion
These
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
PCAOB.
We
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
fraud. 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. Accordingly,
we express no such opinion.
Our
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.
We
have served as the Trust’s auditor since 2023.
/s/ COHEN
& COMPANY, LTD.
COHEN
& COMPANY, LTD.
Milwaukee,
Wisconsin 925
March
10, 2026
F- 2
CoinShares
Bitcoin ETF
Statements
of Financial Condition
at
December 31, 2025 and 2024
December 31, 2025
December 31, 2024
Assets
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
Total assets
$ 505,489,906
$ 826,306,338
Liabilities
Sponsor fees payable
$ 108,999
$ 190,348
Total liabilities
$ 108,999
$ 190,348
Net assets
$ 505,380,907
$ 826,115,990
Shares issued and outstanding, no par value, Unlimited shares authorized
20,425,000
31,260,000
Net asset value per Share
$ 24.74
$ 26.43
The
accompanying notes are an integral part of the financial statements.
F- 3
CoinShares
Bitcoin ETF
Schedules
of Investment
December 31, 2025
Bitcoin
Cost
Fair Value
% of Net Assets
Investment in bitcoin
5,767
$ 427,528,143
$ 505,489,906
100.0 %
Total investment
$ 427,528,143
$ 505,489,906
100.0 %
Other assets and liabilities, net
( 108,999 )
( 0.0 )% (a)
Net Assets
$ 505,380,907
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.
F- 4
CoinShares
Bitcoin ETF
Statements
of Operations
For
the years ended December 31, 2025 and 2024
For
the Year Ended
December
31, 2025
For
the Year Ended
December
31, 2024
Expenses
Sponsor fee (Note 4)
$ 1,618,079
$ 1,263,370
Less: Sponsor fee waiver
—
( 150,399 )
Total expenses
1,618,079
1,112,971
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
578,665
418,343
Bitcoin sold for the redemption of Shares
136,221,558
44,803,852
Net realized gain (loss)
136,800,223
45,222,195
Net change in unrealized gain (loss) on investment
( 184,888,192 )
262,849,955
Net realized and change in unrealized gain (loss) on investment
( 48,087,969 )
308,072,150
Net income (loss)
$ ( 49,706,048 )
$ 306,959,179
Net income (loss) per share
$ ( 2.20 )
$ 11.59
Weighted average number of shares outstanding
22,613,466
26,491,896
The
accompanying notes are an integral part of the financial statements.
F- 5
CoinShares
Bitcoin ETF
Statements
of Changes in Net Assets
For
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)
through
December 31, 2023 (a)
Net Assets – Opening Balance
$ 826,115,990
$ —
$ —
Creations
112,626,368
632,095,951
—
Redemptions
( 383,655,403 )
( 112,939,140 )
—
Net investment income (loss)
( 1,618,079 )
( 1,112,971 )
—
Net realized gain (loss) from investment
136,800,223
45,222,195
—
Net change in unrealized gain (loss) on investment
( 184,888,192 )
262,849,955
—
Net Assets – Ending Balance
$ 505,380,907
$ 826,115,990
$ —
(a) The
Trust had not commenced operations as of December 31, 2023.
The
accompanying notes are an integral part of the financial statements.
F- 6
CoinShares
Valkyrie Bitcoin Fund
Notes
to the Financial Statements
December
31, 2025
1.
Organization
CoinShares
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. 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.
F- 7
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.
F- 8
The
following table presents information about the Trust’s investments at fair value:
December 31, 2025
Level 1
Level 2
Level 3
Total
Bitcoin
$ 505,489,906
$ —
$ —
$ 505,489,906
Total Investments
$ 505,489,906
$ —
$ —
$ 505,489,906
December 31, 2024
Level 1
Level 2
Level 3
Total
Bitcoin
$ 826,306,338
$ —
$ —
$ 826,306,338
Total Investments
$ 826,306,338
$ —
$ —
$ 826,306,338
There
were no transfers between Level 1 and other Levels for the year ended December 31, 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.
The
following represents the changes in quantity of bitcoin and the respective fair value:
Bitcoin
Fair Value
Beginning Balance as of January 1, 2025
8,849
$ 826,306,338
Bitcoin purchased
1,089
112,563,883
Bitcoin sold for the redemption of Shares
( 4,154 )
( 383,592,918 )
Bitcoin transferred to pay the Sponsor fee
( 17 )
( 1,699,428 )
Net Change in unrealized appreciation (depreciation) from investment in bitcoin
—
( 184,888,192 )
Net Realized gain on investments in bitcoin
—
136,800,223
Ending balance as of December 31, 2025
5,767
$ 505,489,906
Bitcoin
Fair Value
Beginning Balance as of January 1, 2024 (a)
—
$ —
Bitcoin purchased
10,386
632,012,875
Bitcoin sold for the redemption of Shares
( 1,523 )
( 112,856,064 )
Bitcoin transferred to pay Sponsor fee
( 14 )
( 922,623 )
Net change in unrealized appreciation (depreciation) from investment in bitcoin
—
262,849,955
Net realized gain on investments in bitcoin
—
45,222,195
Ending balance as of December 31, 2024
8,849
$ 826,306,338
(a)
The Trust did not hold bitcoin as of or prior to January 1, 2024
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.
F- 9
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.
Activity
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
Creations
3,855,000
36,635,000
$ 112,626,368
$ 632,095,951
Redemptions
( 14,690,000 )
( 5,375,000 )
$ ( 383,655,403 )
$ ( 112,939,140 )
Net change in Shares created and redeemed
( 10,835,000 )
31,260,000
$ ( 271,029,035 )
$ 519,156,811
6.
Investment Transactions
For
the year ended December 31, 2025 and 2024, the cost of purchases and proceeds from sales of bitcoin by the Trust, were as follows:
Purchases
Sales
December 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
$ 112,563,883
$ 632,012,875
$ 385,292,346
$ 113,778,687
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 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.
F- 10
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 December 31, 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.
9.
Segment Reporting
The
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
statements. 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 years ended December 31, 2025, and the period from January 10, 2024 (the initial share purchase date), through December
31, 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.
F- 11
Financial
Highlights
The
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.
Year
Ended
December 31, 2025
Period
Ended
December 31, 2024
Net Asset Value
Net Asset Value per Share, beginning of period
$
26.43
$
13.00
Net investment income (loss)
( 0.07
)
( 0.04
)
Net realized and change in unrealized Gain (loss)
( 1.62
)
13.47
Net income (loss)
( 1.69
)
13.43
Net asset value per Share, end of period
$
24.74
$
26.43
Market Value per Share, beginning of period
$
26.45
$
13.00
Market Value per Share, end of period
$
24.73
$
26.45
Ratio to average net assets
Net investment income (loss)
( 0.25
)%
( 0.22
)% (1)
Gross expenses
0.25
%
0.25
% (1)
Net expenses
0.25
%
0.22
% (1)(3)
Total return, at net asset value
( 6.39
)%
103.31
% (2)
Total return, at market value
( 6.50
)%
103.46
% (2)
(1)
Annualized
(2)
Not annualized
(3)
Includes voluntary reimbursement of sponsor fees of 0.03 %
11. Subsequent
Events
The
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.
F- 12
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.