VanEck Bitcoin ETF 10-K

Item 9A. Controls and Procedures. 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 83 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 84 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 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. 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, 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. Item 9B. Other Information. Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. 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 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: 85 Jan F. van Eck Mr. van Eck, (born 1963), serves as the Chief Executive Officer and President of the Sponsor and VanEck. Mr. 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. 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. Mr. 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. Mr. 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. Mr. 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 Award. 86 John J. Crimmins Mr. Crimmins (born 1957) serves as Vice President, Treasurer and Chief Financial Officer of the Sponsor. Mr. Crimmins joined VanEck in 2009 as Vice President of Portfolio Administration. 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. Previously, Mr. Crimmins acted as Vice President and Controller for Pilgrim Group for three years and was in public accounting for six years. Mr. 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. Item 11. Executive Compensation. The Trust has no employees, officers or directors. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance under Equity Compensation Plans Not applicable. Security Ownership of Certain Beneficial Owners and Management Not applicable. Item 13. Certain Relationships and Related Transactions, and Director Independence. See Item 11 above. Item 14. Principal Accounting Fees and Services. Audit and Non-Audit Fees The table below summarizes the fees for services performed by Cohen & Company, Ltd. for the year ended December 31, 2024 and December 31, 2023. 2024 2023 Audit fees $ 76,250 $20,000 Audit-related Fees $ 0 $0 Tax fees $ 0 $0 All other fees $ 0 $0 Total $ 76,250 $20,000 87 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 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. 88 Part IV Item 15. 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. Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable or the information has otherwise been included. Exhibits The following documents are filed herewith or incorporated herein and made a part of this Report: Exhibit No. Description 3.1 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 3.2 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 4.1 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 4.2 Description 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 4.3 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 10.1 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 10.2 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 10.3 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 10.4 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 10.5 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 10.6 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 10.7 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 10.8 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 89 10.9 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 10.10 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. 19.1* Insider Trading Policy 31.1* Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification by 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 by 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 Executive 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 101.INS* 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 101.SCH* Inline XBRL Taxonomy Extension Schema 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 included as Exhibit 101 (embedded within the Inline XBRL document) * Filed herewith. Item 16. Form 10-K Summary. None . 90 VANECK BITCOIN ETF FINANCIAL STATEMENTS INDEX Page Report of Independent Registered Public Accounting Firm (PCAOB ID 925) F-2 Statement of Assets and Liabilities F-3 Statement of Operations F-4 Statement of Changes in Net Assets F-5 Notes to Financial Statements F-7 F- 1 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 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, 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 F- 2 VANECK BITCOIN ETF Statements of Assets and Liabilities (a) December 31, 2024 December 31, 2023 Assets Investment in bitcoin, at fair value (cost $ 895,843,577 and $ - , respectively) $ 1,280,450,332 $ — Cash — 100,000 Total assets 1,280,450,332 100,000 Liabilities Total liabilities — — Net assets $ 1,280,450,332 $ 100,000 Shares issued and outstanding ( no par value, unlimited amount authorized) 48,500,000 8,000 Net Asset Value per Share $ 26.40 $ 12.50 (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. F- 3 VANECK BITCOIN ETF Statements of Operations Year Ended December 31, 2024 For the Period December 21, 2023 (Date of Seeding) to December 31, 2023 Expenses Sponsor fee, related party $ 1,323,357 $ — Total expenses 1,323,357 — Sponsor fee waiver, related party ( 1,259,786 ) — Net expenses 63,571 — Net investment loss ( 63,571 ) — Net realized gain and change in unrealized appreciation (depreciation) Net realized gain on: Bitcoin sold for redemption of shares 34,414,287 — Bitcoin distributed for Sponsor fee, related party 10,977 — Net realized gain on investments in bitcoin 34,425,264 — Net change in unrealized appreciation (depreciation) on investments in bitcoin 384,606,755 — Net realized gain and change in unrealized appreciation (depreciation) 419,032,019 — Net increase in net assets resulting from operations $ 418,968,448 $ — The accompanying notes are an integral part of these financial statements. F- 4 VANECK BITCOIN ETF Statements of Changes in Net Assets Year Ended December 31, 2024 For the Period December 21, 2023 (Date of Seeding) to December 31, 2023 Net increase from operations Net investment loss $ ( 63,571 ) $ — Net realized gain from investment in bitcoin 34,425,264 — Change in net unrealized appreciation (depreciation) from investments in bitcoin 384,606,755 — Net increase in net assets resulting from operations 418,968,448 — Capital Share transactions Contributions for shares issued 1,145,143,775 100,000 Withdrawals for shares redeemed ( 283,761,891 ) — Total capital share transactions 861,381,884 100,000 Net increase in net assets 1,280,350,332 100,000 Net assets: Beginning of period 100,000 — End of period $ 1,280,450,332 $ 100,000 The accompanying notes are an integral part of these financial statements. F- 5 VANECK BITCOIN ETF Schedule of Investment as of December 31, 2024 (a) Quantity of Bitcoin Cost Fair Value % of Net Assets Investment in bitcoin 13,716.83 $ 895,843,577 $ 1,280,450,332 100.00 % Net Assets $ 1,280,450,332 100.00 % (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. F- 6 VANECK BITCOIN ETF Notes to the Financial Statements December 31, 2024 Note 1. Organization: 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 the price of bitcoin less the operating expenses of the Trust. 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. Note 2. Significant Accounting Policies: A. 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. 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”) 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. B. Cash 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. C. Investment Valuation 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. EST. Under ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability. 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 F- 7 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 to be F- 8 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; and 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 31, 2024: Level 1 Level 2 Level 3 Total Assets Investment in bitcoin $ 1,280,450,332 $ — $ — $ 1,280,450,332 The following represents the changes in quantity of bitcoin and the respective fair value: Bitcoin Fair Value Beginning balance as of January 1, 2024 — $ — Bitcoin contributed 17,847.12 1,145,131,271 Bitcoin withdrawn ( 4,130.29 ) ( 283,712,958 ) Net change in unrealized appreciation on investment in bitcoin — 384,606,755 Net realized gain on investment in bitcoin — 34,425,264 Ending balance as of December 31, 2024 13,716.83 $ 1,280,450,332 The Trust did not hold any bitcoin as of December 31, 2023 . D. Bitcoin Bitcoin transactions are accounted for on trade date. Realized 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. E. Calculation of Net Asset Value 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. The Trust’s 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. F- 9 VANECK BITCOIN ETF Notes to the Financial Statements (continued) December 31, 2024 F. 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, 2024 and has determined that no provision for income tax is required in the Trust’s financial statements. G. 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 cash flows. 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. Note 3. Trust Expenses and Other Agreements 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 rates. 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. 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. F- 10 VANECK BITCOIN ETF Notes to the Financial Statements (continued) December 31, 2024 State Street Bank and Trust Company serves as the Trust’s administrator, transfer agent and cash custodian. Note 4. 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. Note 5. Capital Share Transactions 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 F- 11 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. 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) Shares Amount Shares Amount Beginning of period 8,000 $ 100,000 — $ — Shares issued 63,100,000 1,145,143,775 8,000 100,000 Shares redeemed ( 14,608,000 ) ( 283,761,891 ) — — Ending of period 48,500,000 $ 861,481,884 8,000 $ 100,000 (a) Shares amounts have been adjusted to reflect a 4 for 1 share split that occurred on February 14, 2025. Note 6. Commitments and Contingent Liabilities 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. Note 7. 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 a 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 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 F- 12 VANECK BITCOIN ETF Notes to the Financial Statements (continued) December 31, 2024 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. 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 the Trust. Note 8. 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 31, 2024. An individual investor’s return and ratios may vary based on the timing of capital transactions: F- 13 VANECK BITCOIN ETF Notes to the Financial Statements (continued) December 31, 2024 Year Ended December 31, 2024 Net asset value per share, beginning of period $ 12.50 From investment operations: Net investment loss (c) ( 0.00 ) (d) Net realized gain and change in unrealized appreciation/depreciation on investments in bitcoin (e) 13.90 Total increase resulting from operations 13.90 Net asset value per share, end of period (f) $ 26.40 Total return (g) 111.20 % Ratios to average net assets (h) Expenses before fee waiver 0.20 % (i) Expenses after fee waiver 0.01 % (i) Net investment loss ( 0.01 )% (i) Portfolio turnover rate (g) 40.03 % (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. (c) Net investment loss per share has been calculated based upon an average of daily shares outstanding. (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. Note 9. Subsequent Event Review 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. F- 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized. VanEck Bitcoin ETF By: VanEck Digital Assets, LLC, as Sponsor of the Trust (registrant) By: /s/ Jonathan R. Simon Name: Jonathan R. Simon Title: Senior Vice President, General Counsel and Secretary Date: March 26, 2025 Pursuant to the requirements of the Securities Exchange Act of 1933, this Report has been signed by the following persons in the capacities* and on the dates indicated. Signature Title Date Jan F. van Eck /s/ Jan F. van Eck President and Chief Executive Officer March 26, 2025 (Principal Executive Officer) John J. Crimmins /s/ John J. Crimmins Vice President, Chief Financial March 26, 2025 Officer and Treasurer (Principal Financial Officer and 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.