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Item 9A. Controls and Procedures

2025-03-26 compared with 2024-03-28 · 524 added, 326 removed, 93 unchanged (90% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The duly authorized officers of the Sponsor performing functions

equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any

officers have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the

disclosure controls and procedures of the Trust were effective as of the end of the period covered by this Report to provide reasonable

assurance that information required to be disclosed in the reports that

the Trust files or submits under the Securities Exchange Act

of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules

and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent

to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers,

as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system

of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls

and procedures.

Management ’ s Report on Internal Control over

Financial Reporting

This Report does not include a report of management’s assessment

regarding internal control over financial reporting or an attestation report of the Trust’s registered public accounting

firm due to a transition period established by rules of the SEC for newly public companies.

The duly authorized officers of the Sponsor performing functions equivalent

to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers have evaluated

the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures

were effective as of the end of the period covered by this Report to

provide reasonable assurance that information required to be disclosed in the reports that

the Trust files or submits under the Securities Exchange Act of 1934,

as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and

that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal

executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely

decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of

disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Management ’ s Report on Internal Control over Financial

The Sponsor’s management is responsible for establishing and maintaining

adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f).

The Trust’s internal

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with GAAP.

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 GAAP, 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, 2024.

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)

in Internal Control—Integrated Framework (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.

on their assessment and those criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor

concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s internal control over financial

reporting that occurred during the Trust’s fourth fiscal quarter of the period covered by this report that have materially affected,

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

Other Information.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent

Not applicable.

1 unchanged sentence

The Trust does not have any directors, officers or employees.

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

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

The Sponsor is not governed by a board of directors.

The following persons, in their respective capacities as executive officers of the Sponsor perform certain functions with respect

to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.

The principals and executive

officers of the Sponsor are as follows:

van Eck, (born 1963), serves as the Chief Executive Officer

and President of the Sponsor and VanEck.

The following persons,

in their respective capacities as executive officers of the Sponsor perform certain functions with respect to the Trust that, if the Trust

had directors or executive officers, would typically be performed by them.

The principals and executive officers of the Sponsor are as

van Eck, (born 1963), serves as the Chief Executive Officer and

President of the Sponsor and VanEck.

van Eck joined VanEck in 1992 and its Executive Management Team in 1998.

Additionally,

he is the President and CEO of Van Eck Securities Corporation.

Additionally, he is

the President and CEO of Van Eck Securities Corporation.

Furthermore, Mr.

van Eck is a Trustee, the President and Chief Executive

Officer of VanEck Vectors ETF Trust, VanEck Funds and VanEck VIP Trust.

Furthering VanEck’s mission to anticipate asset classes

and trends, Mr.

van Eck has created strategic beta, tactical allocation, emerging markets, and commodity-related investment strategies

in mutual fund, ETF, and institutional formats.

van Eck is a Trustee, the President and Chief Executive Officer

of VanEck Vectors ETF Trust, VanEck Funds and VanEck VIP Trust.

Furthering VanEck’s mission to anticipate asset classes and trends,

van Eck has created strategic beta, tactical allocation, emerging markets, and commodity-related investment strategies in mutual fund,

ETF, and institutional formats.

van Eck founded the VanEck’s ETF business in 2006.

One of the world’s

largest ETF sponsors, the Van Eck offers ETFs, branded VanEck Vectors®, globally across equity and fixed income asset classes.

van Eck holds a JD from Stanford University and graduated Phi Beta Kappa from Williams College with a major in Economics.

has registrations with the National Futures Association and the Financial Industry Regulatory Authority.

van Eck is a Director

of the National Committee on United States-China Relations.

He routinely appears on CNBC and Bloomberg Television, and was a 2013

Finalist for Institutional Investor’s Fund Leader of the Year and a 2019 finalist for ETF.com’s Lifetime Achievement

Crimmins (born 1957) serves as Vice President, Treasurer

and Chief Financial Officer of the Sponsor.

One of the world’s largest ETF sponsors,

the Van Eck offers ETFs, branded VanEck Vectors®, globally across equity and fixed income asset classes.

van Eck holds a JD from

Stanford University and graduated Phi Beta Kappa from Williams College with a major in Economics.

He has registrations with the National

Futures Association and the Financial Industry Regulatory Authority.

van Eck is a Director of the National Committee on United States-China

He routinely appears on CNBC and Bloomberg Television, and was a 2013 Finalist for Institutional Investor’s Fund Leader

of the Year and a 2019 finalist for ETF.com’s Lifetime Achievement Award.

Crimmins (born 1957) serves as Vice President, Treasurer and Chief

Financial Officer of the Sponsor.

Crimmins joined VanEck in 2009 as Vice President of Portfolio Administration.

is primarily responsible for overseeing portfolio accounting and administration.

He also serves as Chief Financial Officer and

Treasurer to the VanEck Funds, VanEck VIP Trust and VanEck ETF Trust.

He is primarily responsible

for overseeing portfolio accounting and administration.

He also serves as Chief Financial Officer to the VanEck Funds, VanEck VIP Trust

and VanEck ETF Trust.

Prior to joining VanEck, Mr.

Crimmins was the Chief Financial,

Operating and Compliance Officer for Kern Capital Management LLC from 1997 to 2009 and the Vice President and Director of Mutual

Fund Administration for Evergreen Investment Services from 1987 to 1997.

Crimmins was the Chief Financial, Operating and Compliance Officer for Kern Capital

Management LLC from 1997 to 2009 and the Vice President and Director of Mutual Fund Administration for Evergreen Investment Services from

1987 to 1997.

Previously, Mr.

Crimmins acted as Vice President and Controller

for Pilgrim Group for three years and was in public accounting for six years.

Crimmins is a Certified Public Accountant and

received a BS in Accounting from St.

Crimmins acted as Vice President and Controller for Pilgrim Group for three years and was in public accounting

for six years.

Crimmins is a Certified Public Accountant and received a BS in Accounting from St.

John’s University.

Insider Trading Policy

VanEck has adopted an insider trading policy which applies to its employees.

VanEck believes that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations

with respect to the purchase, sale and/or other dispositions of securities, including Shares of the Trust, as well as the applicable rules

and regulations of the Exchange.

A copy of VanEck’s insider trading policy is filed as Exhibit 19.1 to this Report.

Executive Compensation.

The Trust has no employees, officers or directors.

is managed by the Sponsor and pays the Sponsor the Sponsor’s fee.

For the period from December 21, 2023 to December 31, 2023,

the Trust did not incur any Sponsor’s Fee.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

Securities Authorized for Issuance under Equity Compensation

The Trust is managed

by the Sponsor and pays the Sponsor the Sponsorfee.

For the year ended December 31, 2024, the Trust has incurred Sponsor Fee of $63,571.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

Securities Authorized for Issuance under Equity Compensation Plans

Not applicable.

1 unchanged sentence

Not applicable.

Certain Relationships and Related Transactions,

and Director Independence.

Certain Relationships and Related Transactions, and Director

Independence.

See Item 11 above.

1 unchanged sentence

Audit and Non-Audit Fees

The table below summarizes the fees for services performed by

Cohen & Company, Ltd.

for the year ended December 31, 2023.

The table below summarizes the fees for services performed by Cohen &

Company, Ltd.

for the year ended December 31, 2024 and December 31, 2023.

Audit-related Fees

All other fees

Approval of Independent Registered Public Accounting

Firm Services and Fees

The Trust has no board

of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal

accounting firm.

Such determinations are made by the Sponsor.

Audit fees for the year ended December 31, 2024, consist of contractual

fees payable to Cohen & Company Ltd.

for quarterly financial statement information included on Form 10-Q and the audit of the Trust’s

annual financial statements included in the Annual Report on Form 10-K for the period ended December 31, 2024.

Approval of Independent Registered Public Accounting Firm Services

The Trust has no board of directors,

and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm.

determinations are made by the Sponsor.

Exhibits, Financial Statement Schedules.

Financial Statements

See Index to Financial Statements on Page F-1 for a list of the

financial statements being filed as part of this report.

See Index to Financial Statements on Page F-1 for a list of the financial

statements being filed as part of this Report.

Financial Statement Schedules

Schedules have been omitted since they are either not required,

not applicable or the information has otherwise been included.

The following documents are filed herewith or incorporated herein

and made a part of this Report:

Certificate of Trust incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed by the Registrant on December 30, 2020

Third Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on March 1, 2024

Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934

Form of Authorized Participant Agreement by reference to Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023

Form of Marketing Agent Agreement incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on October 27, 2023

Form of Custodial Services Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant on October 27, 2023

Trust Administration and Accounting Agreement incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023

Transfer Agency Agreement incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023

Form of Index Sub-Licensing Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant on October 27, 2023

Cash Custody Agreement incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023

Subscription Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant on December 29, 2023

Clearing Agreement incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant on January 8, 2024

Schedules have been omitted since they are either not required, not

applicable or the information has otherwise been included.

The following documents are filed herewith or incorporated herein and

made a part of this Report:

of Trust incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed by the Registrant on December 30,

Certificate of Amendment to Certificate of Trust incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed

by the Registrant on August 20, 2024

Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form

8-K filed by the Registrant on March 1, 2024

of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 incorporated

by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed by the Registrant on March 28, 2024

Amendment No.

1 to the Third Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit

4.1 of the Current Report on Form 8-K filed by the Registrant on August 20, 2024

of Authorized Participant Agreement by reference to Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant

on December 29, 2023

of Marketing Agent Agreement incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant

on October 27, 2023

of Custodial Services Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the

Registrant on October 27, 2023

Administration and Accounting Agreement incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed

by the Registrant on December 29, 2023

Agency Agreement incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 filed by the Registrant on December

of Index Sub-Licensing Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the

Registrant on October 27, 2023

Custody Agreement incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 filed by the Registrant on

December 29, 2023

Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant on December

Agreement incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant on January

Additional Bitcoin Custodian Agreement incorporated by reference to Exhibit

10.1 of the Current Report on Form 8-K filed by the Registrant on June 26, 2024.

Insider Trading Policy

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

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

Executive Officer Incentive-Based Compensation Clawback Policy

Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Officer Incentive-Based Compensation Clawback Policy incorporated by reference to Exhibit

97.1 of the Annual Report on Form 10-K filed by the Registrant on March 28, 2024

Inline XBRL Instance Document the instance document does not appear in the

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

Inline XBRL Taxonomy Extension Schema Document

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Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

Cover Page Interactive Data File included as Exhibit 101 (embedded within the

Inline XBRL document)

Filed herewith.

Form 10-K Summary.

VANECK BITCOIN TRUST

VANECK BITCOIN ETF

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 925)

Statement of Assets and Liabilities

2 unchanged sentences

Notes to Financial Statements

Financial Statements and Report of Independent

Registered Public Accounting Firm

VANECK BITCOIN

For the period December 21, 2023 (Date

of Seeding) through December 31, 2023

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Sponsor and Shareholder of

VanEck Bitcoin Trust

on the Financial Statements

have audited the accompanying statement of assets and liabilities of VanEck Bitcoin Trust (the “Trust”) as of December

31, 2023, and the related statements of operations and changes in net assets, including the related notes, for the period December

21, 2023 (date of seeding) through December 31, 2023 (collectively referred to as the “financial statements”).

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

31, 2023, and the results of its operations and changes in its net assets for the period December 21, 2023 (date of seeding) 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 audit.

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

We conducted our audit 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 audit, 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Shareholders of

VanEck Bitcoin ETF

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities

of VanEck Bitcoin ETF (the “Trust”) as of December 31, 2024 and 2023, including the schedule of investment as of December

31, 2024, and the related statements of operations and changes in net assets for the year ended December 31, 2024, and for the

period from December 21, 2023 (date of seeding) to December 31, 2023, including 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, 2024 and 2023, and the results of its operations and changes in its net assets

for the year ended December 31, 2024, and for the period from December 21, 2023 (date of seeding) to 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

Our responsibility is to express an opinion on the Trust’s financial statements based on our audits.

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

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.

audit includes 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 include examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our procedures included confirmation of cash owned as of December

31, 2023, by correspondence with the custodian.

Our audit 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

audit provides a reasonable basis for our opinion.

have served as the Trust’s auditor since 2023.

& COMPANY, LTD.

Valley, Maryland

VANECK BITCOIN

Statement of Assets

and Liabilities

December 31, 2023

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

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, 2024 and 2023, 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.

COHEN & COMPANY, LTD.

Towson, Maryland

March 26, 2025

VANECK BITCOIN ETF

Statements of Assets and Liabilities (a)

Investment in bitcoin, at fair value (cost $ 895,843,577 and $ - , respectively)

$ 1,280,450,332

1,280,450,332

Total liabilities

Commitments and Contingencies (Note 6)

$ 1,280,450,332

Shares issued and outstanding ( no par value, unlimited amount authorized)

Net Asset Value per Share (Note 2)

The accompanying notes are an integral part of these financial statements.

VANECK BITCOIN

Statement of Operations

For the Period December

21, 2023 (Date of Seeding) to December 31, 2023

Investment Income

Total investment income

Net Asset Value per Share

(a) Shares issued and outstanding and the Net Asset Value per Share have been adjusted to reflect the 4 for 1 share split that took place on February 14, 2025.

The accompanying notes are an integral

part of these financial statements.

VANECK BITCOIN ETF

Statements of Operations

For the Period

2023 (Date of

Sponsor fee, related party

Total expenses

Net investment income (loss)

Net realized gain (loss) and change in unrealized appreciation (depreciation)

Net realized gain (loss) on:

Total realized gain (loss)

Net change in unrealized appreciation (depreciation) on:

Total net change in unrealized appreciation (depreciation)

Net realized gain (loss) and unrealized appreciation (depreciation)

Net increase (decrease) in net assets resulting from operations

The accompanying notes are an integral part of these financial statements.

BITCOIN TRUST

of Changes in Net Assets

the Period December 21, 2023 (Date of Seeding) to December 31, 2023

Net Increase (Decrease) in net assets from operations

Net investment income (loss)

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net increase (decrease) in net assets resulting from operations

Sponsor fee waiver, related party

( 1,259,786 )

Net investment loss

Net realized gain and change in unrealized appreciation (depreciation)

Net realized gain on:

Bitcoin sold for redemption of shares

Bitcoin distributed for Sponsor fee, related party

Net realized gain on investments in bitcoin

Net change in unrealized appreciation (depreciation) on investments in bitcoin

Net realized gain and change in unrealized appreciation (depreciation)

Net increase in net assets resulting from operations

$ 418,968,448

The accompanying

notes are an integral part of these financial statements.

VANECK BITCOIN ETF

Statements of Changes in Net Assets

For the Period

2023 (Date of

Net increase from operations

Net investment loss

Net realized gain from investment in bitcoin

Change in net unrealized appreciation (depreciation) from investments in bitcoin

Net increase in net assets resulting from operations

Capital Share transactions

Capital contributions

Capital withdrawals

Contributions for shares issued

1,145,143,775

Withdrawals for shares redeemed

( 283,761,891 )

Total capital share transactions

Net increase (decrease) in net assets

Net increase in net assets

1,280,350,332

Beginning of period

End of period

The accompanying notes are an integral part of these financial statements.

VANECK BITCOIN TRUST

Notes to Financial Statements

$ 1,280,450,332

The accompanying notes are an integral part of these financial

VANECK BITCOIN ETF

Schedule of Investment as

December 31, 2024 (a)

Quantity of Bitcoin

% of Net Assets

Investment in bitcoin

$ 895,843,577

$ 1,280,450,332

(a) No comparative financial statements have been provided as the

Trust did not hold any bitcoin as of December 31, 2023.

The accompanying notes are an integral

part of these financial statements.

VANECK BITCOIN ETF

Notes to the Financial Statements

December 31, 2024

Organization:

VanEck Bitcoin Trust (the “Trust”), a Delaware statutory trust, is an exchange-traded fund that issues common shares

of beneficial interest in an ownership of the Trust.

The VanEck Bitcoin ETF (the “Trust”) (formerly known

as VanEck Bitcoin Trust), a Delaware statutory trust, is an exchange-traded fund that issues common shares of beneficial interest

in an ownership of the Trust (the “Shares”).

The Shares are traded on the Cboe BZX Exchange, Inc.

(the “Exchange”).

The Trust’s investment objective is to reflect the performance of bitcoin less the operating expenses of the Trust.

Trust is managed and controlled by VanEck Digital Assets, LLC (the “Sponsor”), a wholly-owned subsidiary of Van Eck

Associates Corporation (“VanEck”).

The Delaware Trust Company, is the “Trustee” of the Trust.

had no operations other than the initial seed transaction.

The Trust’s investment objective is to reflect the performance of the price of bitcoin less the operating expenses of the

The Trust is managed and controlled by VanEck Digital Assets, LLC (the “Sponsor”), a wholly-owned subsidiary

of Van Eck Associates Corporation (“VanEck”).

The CSC Delaware Trust Company is the “Trustee” of the Trust.

Significant Accounting Policies:

Basis of Preparation and Use Estimates

Basis of Preparation and Use of Estimates

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements.

generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect

the reported amounts and disclosures in the financial statements.

Actual results could differ from those estimates.

The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows accounting and reporting requirements of Accounting Standards Codification (“ASC”) 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.

Cash represents cash deposits held at a major financial institution and is subject to credit risk to the extent its balance exceeds the federally insured limits.

As of December 31, 2023, the Trust’s cash balance did not exceed the federal insured limits.

The Trust qualifies as an investment company solely for accounting

purposes and not for any other purpose and follows accounting and reporting requirements of Accounting Standards Codification (“ASC”)

Topic 946 Financial Services—Investment Companies (“ASC Topic 946”) , but is not registered, and is not

required to be registered, as an investment company under the Investment Company Act of 1940, as amended.

Cash, if any, represents cash deposits held at a major financial

institution and is subject to credit risk to the extent its balance exceeds the federally insured limits.

As of December 31, 2024,

the Trust did not hold cash.

Investment Valuation

The Trust values its investments in bitcoin and other assets and liabilities at fair value, daily.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.

The Trust identifies and determines the bitcoin principal market (or in the absence of a principal market, the most advantageous market) for GAAP purposes consistent with the application of fair value measurement framework in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10 as of 4:00 p.m.

Eastern time.

The Trust values its investment in bitcoin and other assets and

liabilities at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants on the measurement date.

The Trust identifies and determines the bitcoin principal market

(or in the absence of a principal market, the most advantageous market) for GAAP financial statement purposes consistent with the

application of fair value measurement framework in Financial Accounting Standards Board (“FASB”) ASC 820 at 11:59 p.m.

Under ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability.

The determination of the principal market will be based on the market with the greatest volume and level of activity that can be accessed.

The Sponsor on behalf of the Trust will determine in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP.

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 three levels of the fair value hierarchy are as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

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, quoted prices for identical or similar assets or

liabilities in markets that are not considered to be

VANECK BITCOIN TRUST

Notes to Financial Statements (continued)

Sponsor on behalf of the Trust will determine in its sole discretion the valuation sources and policies used to prepare the Trust’s

financial statements in accordance with GAAP.

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

These inputs are categorized into a disclosure hierarchy consisting of three broad levels for

financial reporting purposes.

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, quoted prices for identical or similar assets or liabilities in markets that are not considered

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

December 31, 2024

active, 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 – Unobservable inputs where there are little or no market activity for the asset or liability, including the

Trust’s assumptions used in determining the fair value of investments.

active, 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

Level 3 – Unobservable inputs where there are little or no

market activity for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.

The following is a summary of the fair value hierarchy as of December

Investment in bitcoin

$ 1,280,450,332

The following represents the changes in quantity of bitcoin and

the respective fair value:

Beginning balance as of January 1, 2024

Bitcoin contributed

1,145,131,271

Bitcoin withdrawn

( 283,712,958 )

Net change in unrealized appreciation on investment in bitcoin

Net realized gain on investment in bitcoin

Ending balance as of December 31, 2024

$ 1,280,450,332

The Trust did not hold any bitcoin as of December 31, 2023 .

Bitcoin transactions are accounted for on trade date.

Realized gains and losses on sale of bitcoin are determined based on the average cost method.

Proceeds received by the Trust from the issuance of creation baskets consist of bitcoin.

Such deposits are held by the custodian on behalf of the Trust until (i) delivered out in connection with redemptions of creation baskets or (ii) sold by the Sponsor, which may be facilitated by the custodian, to pay fees due to the Sponsor and Trust expenses and liabilities not assumed by the Sponsor.

For accounting purposes only, the Trust is an investment company and, therefore, will apply the specialized accounting and reporting guidance ASC Topic 946.

Under ASC Topic 946, the average cost method is an accepted method to determine realized gains and losses on the sale of bitcoin.

At December 31, 2023, all Trust assets were held in U.S.

Cash, there was no Bitcoin held.

gains and losses on the sale of bitcoin are determined based on the average cost method.

Under ASC Topic 946, the average cost

method is an accepted method to determine realized gains and losses on the sale of bitcoin.

Proceeds received by the Trust from

the issuance of baskets consist of bitcoin.

Deposits of bitcoin are held by Gemini Trust Company, LLC (the “Bitcoin Custodian”)

and are also held at Coinbase Custody Trust Company, LLC (the “Additional Bitcoin Custodian”, and collectively the

“Bitcoin Custodians”), on behalf of the Trust until (i) delivered out in connection with redemptions of baskets or

cash or (ii) sold by the Sponsor, which may be facilitated by the Bitcoin Custodians, to pay fees due to the Sponsor and Trust

expenses and liabilities not assumed by the Sponsor.

Calculation of Net Asset Value

On each business day, at 4:00 p.m.

EST, the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the fair value of total assets held by the Trust.

The administrator computes the net asset value per Share by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.

The Trust’s net asset value (“NAV”) is calculated

based on the Trust’s net asset holdings as reconciled to the Bitcoin Custodians’ accounts on a market approach, determined

on a daily basis in accordance with the MarketVector TM Bitcoin Benchmark Rate price at 4:00 pm EST.

NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing

that total by the total number of outstanding Shares.

The Trust Agreement gives the Sponsor the exclusive authority to determine

the Trust’s NAV and the Trust’s NAV per Share, which it has delegated to the Administrator.

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

December 31, 2024

Federal Income Taxes

The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required.

Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust.

The Sponsor has reviewed the tax positions as of December 31, 2023, and has determined that no provision for income tax is required in the Trust’s financial statements.

The Trust is treated as a grantor trust for federal income tax

purposes and, therefore, no provision for federal income taxes is required.

Any interest, expenses, gains and losses are passed

through to the holders of Shares of the Trust.

The Sponsor has reviewed the tax positions as of December 31, 2024 and has determined

that no provision for income tax is required in the Trust’s financial statements.

Segment Reporting— In this reporting period, the

Trust adopted FASB Accounting Standards Update 2023-07 Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures

(“ASU 2023-07”).

The provisions of the new standard require additional financial statements disclosures related to

segment reporting to enable investors to better understand an entity’s overall performance and to assess its potential future

The adoption of the ASU 2023-07 had no impact on the Trust’s financial position or results of operations.

The Sponsor acts as the Trust’s chief operating decision

maker (“CODM”), assessing performance and making decisions about resource allocation.

The CODM has determined that

the Trust has a single operating segment based on the fact that the Trust’s long-term strategic asset allocation is pre-determined

in accordance with the terms of its prospectus, with a defined investment strategy which is executed by the Sponsor.

Trust Expenses and Other Agreements

Trust will pay to the Sponsor a unified fee (the “Sponsor Fee”) of 0.25 % that will accrue daily.

The Sponsor has agreed

to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor Fee.

from time to time will sell bitcoin, which may be facilitated by the custodian, in such quantity as is necessary to permit payment

of the Sponsor Fee and Trust expenses and liabilities not assumed by the Sponsor.

Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

Trust will custody its bitcoin at Gemini Trust Company, LLC (the “Bitcoin Custodian”), a regulated third-party custodian

that carries insurance and is chartered as a trust company under the New York Banking Law and is responsible for safekeeping of

bitcoin owned by the Trust.

Street Bank and Trust Company serves as the Trust’s administrator, transfer agent and cash custodian.

VANECK BITCOIN TRUST

Notes to Financial Statements (continued)

The Trust pays the Sponsor a unified fee (the

“Sponsor Fee”) of 0.20% of average daily net assets that accrues daily and pays monthly.

Prior to February 21, 2024, the

Sponsor Fee was 0.25% of average daily net assets.

Effective for the period from March 12, 2024, through November 24, 2024, the Sponsor agreed to

waive the entire Sponsor Fee for the first $1.5 billion of the Trust’s net assets.

Effective for the period from November 25,

2024 through January 10, 2026, the Sponsor will waive the entire Sponsor Fee for the first $2.5 billion of the Trust’s assets.

If the Trust’s assets exceed $2.5 billion prior to January 10, 2026, the Sponsor Fee charged on assets over $2.5 billion will

be 0.20% of average daily net assets.

All investors will incur the same Sponsor Fee which is the weighted average of those fee

After January 10, 2026, the Sponsor Fee will be 0.20% of average daily net assets.

The Sponsor has agreed to pay all

operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor Fee.

The Sponsor from time

to time will sell bitcoin, which may be facilitated by one or more liquidity providers and/or the Bitcoin Custodians, in such

quantity as is necessary to permit payment of the Sponsor Fee and Trust expenses and liabilities not assumed by the Sponsor.

The Trustee fee is paid by the Sponsor and is not an expense of

The Trust holds its bitcoin at the Bitcoin Custodian and at the

Additional Bitcoin Custodian, both of which are regulated third-party custodians that carry insurance

(in the case of the Additional Bitcoin Custodian, such insurance is carried by its parent, Coinbase Inc., and is intended to cover

the loss of client assets held by Coinbase Inc.

and its subsidiaries, including the Additional Bitcoin Custodian) and are responsible

for safekeeping of bitcoin owned by the Trust and holding private keys that provide access to the bitcoin in the Trust’s bitcoin account.

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

December 31, 2024

Related Parties

Sponsor is considered to be a related party to the Trust.

Indexes GmbH is the index sponsor and index administrator for the MarketVector Bitcoin Benchmark Rate, which is used by the Trust

to determine its net asset value.

MarketVector Indexes GmbH is an indirectly wholly-owned subsidiary of Van Eck Associates Corporation.

Eck Securities Corporation, a marketing agent to the Trust, is a wholly owned-subsidiary of VanEck.

Eck Associates Corporation is the initial seed investor (“Seed Capital Investor”) on December 21, 2023.

The Sponsor’s

parent, an affiliate of the Trust, holds a minority interest in Gemini Trust Company, LLC, the parent company of the Custodian,

that represents less than 1.0 % of Gemini Trust Company, LLC’s ownership.

State Street Bank and Trust Company serves as the Trust’s

administrator, transfer agent and cash custodian.

Related Parties (a)

The Sponsor is considered to be a related party to the Trust.

MarketVector Indexes GmbH is the index sponsor and index administrator

for the MarketVector Bitcoin Benchmark Rate, which is used by the Trust to determine its NAV.

MarketVector Indexes GmbH is an indirectly

wholly-owned subsidiary of VanEck.

Van Eck Securities Corporation, a marketing agent to the Trust,

is a wholly owned-subsidiary of VanEck.

VanEck was the initial seed investor (“Seed Capital Investor”)

on December 21, 2023.

On January 4, 2024, the 8,000 Shares held by the Seed Capital Investor were redeemed for cash and the Seed

Capital Investor purchased the “Seed Creation Baskets,” comprising of 5,800,000 Shares at a per-Share price of $ 12.50 .

Total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 72,500,000 , which resulted in the Trust receiving

1,640.92 bitcoin.

As of December 31, 2024, the Seed Capital Investor’s ownership in the Trust represents approximately 9 %

of net assets.

VanEck is a minority interest holder in the parent company of the

Bitcoin Custodian, representing less than 1 % of its equity.

(a) Share amounts in Note 4 have been adjusted to reflect the 4 for 1 share split that occurred on February 14, 2025.

Capital Share Transactions

can buy and sell Shares of the Trust in secondary market transactions through brokers.

Shares trade on the Exchange under the

ticker symbol HODL.

Shares are bought and sold throughout the trading day like other publicly traded securities.

Trust continuously offers the Trust Shares in creation baskets consisting of 50,000 Shares to authorized participants.

participants pay a transaction fee for each order they place to create or redeem one or more creation baskets.

The Administrator

calculates the cost to purchase (or sell in the case of a redemption order) the amount of bitcoin represented by the baskets being

created (or redeemed);

the amount of bitcoin represented is equal to the combined NAV of the number of Shares included in the

baskets being created (or redeemed).

Trust creates and redeems Shares, but only in one or more creation baskets.

Creation baskets are only made in exchange for delivery

to the Trust or the distribution by the Trust of the amount of bitcoin represented by the baskets being created or redeemed, the

amount of which is equal to the combined NAV of the number of Shares included in the baskets being created or redeemed determined

as of 4:00 p.m.

Investors can buy and sell Shares of the Trust in secondary market

transactions through brokers.

Shares trade on the Exchange under the ticker symbol HODL.

Shares are bought and sold throughout

the trading day like other publicly traded securities.

The Trust continuously offers the Trust Shares in baskets consisting

of 25,000 Shares to authorized participants.

Prior to March 4, 2024, the Trust offered baskets consisting of 50,000 Shares to authorized

participants.

Authorized participants pay a transaction fee for each order they place to create or redeem one or more baskets.

The Administrator calculates the cost to purchase (or sell in the case of a redemption order) the amount of bitcoin represented

by the baskets being created (or redeemed);

the amount of bitcoin represented is equal to the combined NAV of the number of Shares

included in the baskets being created (or redeemed).

The Trust creates and redeems Shares, but only in one or more baskets.

Baskets are only made in exchange for delivery to the Trust or the distribution by the Trust of the amount of bitcoin represented

by the baskets being created or redeemed, the amount of which is equal to the combined NAV of the

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

December 31, 2024

number of Shares included in the baskets being created or redeemed

determined as of 4:00 p.m.

EST on the day the order to create or redeem baskets is properly received.

Only authorized participants may place

orders to create and redeem baskets through the transfer agent.

The transfer agent will coordinate with the Trust’s custodian

in order to facilitate settlement of the Shares and bitcoin.

activity is as follows:

For an order to create baskets,

an authorized participant will deliver cash to the Trust’s account at the cash custodian, which the Sponsor will then use

to purchase bitcoin from a liquidity provider chosen by the Sponsor.

For an order to redeem baskets, the Sponsor will arrange for

the bitcoin represented by the basket to be sold to a liquidity provider chosen by the Sponsor and the cash proceeds distributed

from the Trust’s account at the cash custodian to the authorized participant in exchange for their Shares.

Only authorized

participants may place orders to create and redeem baskets through the transfer agent.

The transfer agent will coordinate with

the Trust’s Bitcoin Custodians to facilitate settlement of the Shares and bitcoin.

Share and capital activity is as follows:

Year Ended December 31, 2024 (a)

For the Period December 21, 2023 (Date

of Seeding) to December 31, 2023 (a)

Beginning of period

Shares issued

1,145,143,775

Shares redeemed

(a) Van Eck Associates Corporation is the sole shareholder as of December 31, 2023.

( 14,608,000 )

( 283,761,891 )

Ending of period

$ 861,481,884

(a) Shares amounts have been adjusted to reflect a 4 for 1 share split that occurred on February 14, 2025.

Commitments and Contingent Liabilities

the normal course of business, the Trust enters into contracts that contain a variety of general indemnifications.

maximum exposure under these agreements is unknown as this would involve future claims that may be made against the Trust that

have not yet occurred.

However, the Sponsor believes the risk of loss under these arrangements to be remote.

VANECK BITCOIN TRUST

Notes to Financial Statements (continued)

December 31, 2023

In the normal course of business, the Trust enters into contracts

that contain a variety of general indemnifications.

The Trust’s maximum exposure under these agreements is unknown as this

would involve future claims that may be made against the Trust that have not yet occurred.

However, the Sponsor believes the risk

of loss under these arrangements to be remote.

Concentration Risk

Substantially

all of the Trust’s assets are holdings of bitcoin, which creates a concentration risk associated with fluctuations in the

value of bitcoin due to number of factors.

Accordingly, a decline in the value of bitcoin will have an adverse effect on the value

of the Shares of the Trust.

Factors that may have the effect of causing a decline in the value of bitcoin include high volatility,

which could have a negative impact on the performance of the Trust.

Bitcoin exchanges are relatively new and, in some cases, unregulated,

and, therefore, may be more exposed to fraud and security breaches than established, regulated exchanges for other financial assets

or instruments, which could have a negative impact on the performance of the Trust.

The value of the Shares depends on the development

and acceptance of the Bitcoin network.

The slowing or stopping of the development or acceptance of the Bitcoin network may adversely

affect an investment in the Trust.

The price of bitcoin on the bitcoin market has exhibited periods of extreme volatility.

assets such as bitcoin were only introduced within the past decade, and the medium-to-long term value of the Shares is subject

to a number of factors relating to the capabilities and development of block-chain technologies and to the fundamental investment

characteristics of digital assets that are uncertain and difficult to evaluate.

The Trust is subject to risks due to its concentration

of investments in a single asset class.

Possible illiquid markets may exacerbate losses or increase the variability between the

Trust’s NAV and its market price.

The amount of bitcoin represented by the Shares may decline over time.

and current regulations by a United States or foreign government or quasi-governmental agency could have an adverse effect on

an investment in the Trust.

Shareholders do not have the protections associated with ownership of Shares in an investment company

registered under the 1940 Act or the protections afforded by the Commodity Exchange Act.

Future legal or regulatory developments

may negatively affect the value of bitcoin or require the Trust or the Sponsor to become registered with the SEC or CFTC, which

may cause the Trust to liquidate.

Exchange on which the Shares are listed may halt trading in the Trust’s Shares, which would adversely impact a Shareholder’s

ability to sell Shares.

The market infrastructure of the bitcoin spot market could result in the absence of active authorized

participants able to support the trading activity of the Trust.

that are not authorized participants may only purchase or sell their Shares in secondary trading markets, and the conditions associated

with trading in secondary markets may adversely affect Shareholders’ investment in the Shares.

Substantially all of the Trust’s assets are holdings of bitcoin,

which creates a concentration risk associated with fluctuations in the value of bitcoin due to a number of factors.

a decline in the value of bitcoin will have an adverse effect on the value of the Shares of the Trust.

Factors that may have the

effect of causing a decline in the value of bitcoin include high volatility, which could have a negative impact on the performance

of the Trust.

Bitcoin platforms are relatively new and may be unregulated or may be subject to regulation in a relevant jurisdiction,

but may not be complying, and therefore, may be more exposed to fraud and security breaches than established, regulated exchanges

for other financial assets or instruments, which could have a negative impact on the performance of the Trust.

The value of the

Shares depends on the development and acceptance of the bitcoin network.

The slowing or stopping of the development or acceptance

of the bitcoin network may adversely affect an investment in the Trust.

The price of bitcoin on the bitcoin market

has exhibited periods of extreme volatility.

Digital assets such as bitcoin were only introduced within the past decade, and the

medium-to-long term value of the Shares is subject to a number of factors relating to the capabilities and development of block-chain

technologies and to the fundamental investment characteristics of digital

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

December 31, 2024

assets that are uncertain and difficult to evaluate.

is subject to risks due to its concentration of investments in a single asset class.

Possible illiquid markets may exacerbate losses

or increase the variability between the Trust’s NAV and its market price.

The amount of bitcoin represented by the Shares

may decline over time.

At December 31, 2024, bitcoin with a fair value of $ 1,155,082,800 and $ 125,367,532 was held by the Bitcoin

Custodian and Additional Bitcoin Custodian, respectively.

Future and current regulations by a United States or foreign government

or quasi-governmental agency could have an adverse effect on an investment in the Trust.

Shareholders do not have the protections

associated with ownership of Shares in an investment company registered under the 1940 Act or the protections afforded by the Commodity

Exchange Act.

Future legal or regulatory developments may negatively affect the value of bitcoin or require the Trust or the Sponsor

to become registered with the SEC or CFTC, which may cause the Trust to liquidate.

The Exchange on which the Shares are listed may halt trading in

the Trust’s Shares, which would adversely impact a Shareholder’s ability to sell Shares.

The market infrastructure

of the bitcoin spot market could result in the absence of active authorized participants able to support the trading activity of

Financial Highlights (a)(b)

The financial highlights summarize certain per share operating

information and financial ratios of net investment income (loss) and expenses, to daily average net assets for the year ended December

An individual investor’s return and ratios may vary based on the timing of capital transactions:

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

December 31, 2024

Net asset value per share, beginning

From investment operations:

Net investment loss (c)

Net realized gain and change in

unrealized appreciation/depreciation on investments in bitcoin (e)

Total increase resulting from operations

Net asset value per share, end of period (f)

Total return (g)

Ratios to average net assets (h)

Expenses before fee waiver

Expenses after fee waiver

Net investment loss

( 0.01 )% (i)

Portfolio turnover rate (g)

(a) No prior year comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2023.

(b) On February 14, 2025 the Trust effected a 4 for 1 share split.

Per share data has been adjusted to reflect the share split.

(d) Amount rounds to greater than ($0.005)

(e) The amount shown for a share outstanding throughout the year may not agree with the change in the aggregate gains and losses for the year because of the timing of sales and repurchases of the Trust’s shares in relation to fluctuating market values for the Trust.

(f) Returns are not annualized and include adjustments required by GAAP.

Returns for financial statements purposes may differ from net asset values and performance reported elsewhere by the Trust.

(g) Non-annualized.

(h) Annualized.

(i) Calculated based upon daily average net assets from January 10, 2024 (Date of Effectiveness) to December 31, 2024.

Subsequent Event Review

Trust has evaluated subsequent events and transactions for potential recognition or disclosure through the date the financial

statements were issued and has determined that there are no material events that would require disclosure in the financial statements,

other than those noted below.

January 4, 2024 , the Seed Shares were redeemed for cash and the Seed Capital Investor purchased the “Seed Creation Baskets,”

comprising of 1,450,000 Shares at a per-Share price of $ 50.00 .

Total proceeds to the Trust from the sale of the Seed Creation

Baskets were $ 72,500,000 , which resulted in the Trust receiving 1,640.92489329 bitcoin.

January 11, 2024 , the Trust commenced operations.

February 21, 2024 , the Trust changed its Sponsor fee from 0.25 % to 0.20 %.

March 4, 2024 the Trust changed its Creation Unit size from 50,000 units to 25,000 units.

the period commencing on March 12, 2024 and ending on March 31, 2025, the Sponsor will waive the entire Sponsor Fee for the first

$ 1.5 billion of the Trust’s assets.

If the Trust’s assets exceed $1.5 billion prior to March 31, 2025, the Sponsor

Fee charged on assets over $1.5 billion will be 0.20 %.

All investors will incur the same Sponsor Fee which is the weighted average

of those fee rates.

After March 31, 2025, the Sponsor Fee will be 0.20 %.

The Trust completed a 4-for-1 share split for shareholders as follows:

Record Date Pay Date Ex-Date

2/12/2025 2/13/2025 2/14/2025

The Trust has evaluated subsequent events and transactions for

potential recognition or disclosure through the date the financial statements were issued and has determined that there are no

other material events that would require disclosure in the financial statements.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

1 unchanged sentence

indicated thereunto duly authorized.

VanEck Bitcoin Trust

VanEck Bitcoin ETF

VanEck Digital Assets, LLC, as Sponsor of the Trust (registrant)

12 unchanged sentences

Principal Accounting Officer)

* The registrant is a trust

and the persons are signing in their capacities as officers of VanEck Digital Assets, LLC, the Sponsor of the registrant.

The registrant is a trust and the persons are signing in their capacities as

officers of VanEck Digital Assets, LLC, the Sponsor of the registrant.

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

What changed 10-K

Item 9A. Controls and Procedures