What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-26 · 447 added, 409 removed, 208 unchanged (80% 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

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.

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.

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.

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

5 unchanged sentences

Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial reporting as of December

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.

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

Commission (COSO) in Internal Control—Integrated Framework (2013).

Their assessment included an evaluation of the design

of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control

over financial reporting.

Based on their assessment and those criteria, the Principal Executive Officer and Principal Financial

and Accounting Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as

of December 31, 2025.

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.

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.

4 unchanged sentences

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

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

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

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 follows:

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,

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, 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 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.

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.

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.

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.

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.

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.

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

is managed by the Sponsor and pays the Sponsor the Sponsor Fee.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters.

Securities Authorized for Issuance under Equity Compensation

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.

The table below summarizes the fees for services performed by

Cohen & Company, Ltd.

for the year ended December 31, 2025 and December 31, 2024.

3 unchanged sentences

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.

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, 2025.

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.

Exhibits, Financial Statement Schedules.

5 unchanged sentences

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

The following documents are filed herewith or incorporated herein

and made a part of this Report:

3.1 Certificate of Trust incorporated

by reference to Exhibit 3.2 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

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

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 current report on Form 8-K filed by the Registrant

on November 20, 2025

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

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

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

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

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.

Trading Policy incorporated by reference to Exhibit 19.1 of the Annual

Report on Form 10-K filed by the Registrant on March 26, 2025

31.1* 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

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

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

Inline XBRL document)

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.

7 unchanged sentences

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Sponsor and Shareholders of

1 unchanged sentence

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.

We have audited the accompanying statements

of assets and liabilities of VanEck Bitcoin ETF (the “Trust”), including the schedules of investment, as of December

31, 2025 and 2024, and the related statements of operations and changes in net assets for each of the two years in the period ended

December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2025

and 2024, and the results of its operations and changes in its net assets for each of the two years in the period ended December

31, 2025, 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.

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

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

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.

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

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.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our procedures included confirmation of cash and digital assets owned as of December 31, 2025 and

2024, by correspondence with the custodians;

when replies were not received, we performed other auditing procedures.

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

COHEN & COMPANY, LTD.

2 unchanged sentences

VANECK BITCOIN ETF

Statements of Assets and Liabilities (a)

Statements of Assets and Liabilities

Investment in bitcoin, at fair value (cost $ 1,276,429,195 and $ 895,843,577 , respectively)

1 unchanged sentence

$ 1,280,450,332

Receivable for investment in bitcoin sold

1,389,064,395

1,280,450,332

Payable for shares redeemed

Total liabilities

$ 1,382,273,990

$ 1,280,450,332

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

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.

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

2 unchanged sentences

( 3,253,581 )

( 1,259,786 )

Net investment loss

Net realized gain and change in unrealized appreciation (depreciation)

realized gain and net change in unrealized appreciation (depreciation)

Net realized gain on:

1 unchanged sentence

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

Net realized gain on investment in bitcoin

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

( 278,761,960 )

The accompanying

notes are an integral part of these financial statements.

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

( 194,003,212 )

Net increase (decrease) in net assets resulting from operations

$ ( 194,003,212 )

$ 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

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

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

( 278,761,960 )

Net increase (decrease) in net assets resulting from operations

( 194,003,212 )

Capital Share transactions

3 unchanged sentences

( 480,458,287 )

Total capital share transactions

( 283,761,891 )

Net increase in capital share transactions

Net increase in net assets

1,280,350,332

Beginning of period

End of period

Beginning of year

1,280,450,332

The accompanying notes are an integral part of these financial

$ 1,382,273,990

$ 1,280,450,332

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

VANECK BITCOIN ETF

Schedule of Investment as

December 31, 2024 (a)

Quantity of Bitcoin

% of Net Assets

Investment in bitcoin

Schedules of Investment

December 31, 2025

$ 1,276,429,195

$ 1,382,273,990

Total Investment in Bitcoin – 100.00 %

1,382,273,990

(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.

Liabilities in Excess of Other Assets – 0.00 %

Net Assets – 100.00 %

$ 1,382,273,990

December 31, 2024

$ 895,843,577

$ 1,280,450,332

Total Investment in Bitcoin – 100.00 %

1,280,450,332

Liabilities in Excess of Other Assets – 0.00 %

Net Assets – 100.00 %

$ 1,280,450,332

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

VANECK BITCOIN ETF

Notes to the Financial Statements

Notes to Financial Statements

December 31, 2025

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”).

VanEck Bitcoin ETF (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 “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

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

of Van Eck Associates Corporation (“VanEck”).

investment objective is to reflect the performance of the price of bitcoin less the net operating expenses of 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.

1 unchanged sentence

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.

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.

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 .

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

As of December 31, 2025, and December 31, 2024, the Trust did not hold cash .

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.

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

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

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 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 or they may be internally

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 to be 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;

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.

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

Notes to Financial Statements (continued)

December 31, 2025

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

The following is a summary of the fair

value hierarchy as of December 31, 2025, and December 31, 2024 :

December 31, 2025

Investment in bitcoin

1 unchanged sentence

$ 1,382,273,990

The following represents the changes in quantity of bitcoin and

the respective fair value:

December 31, 2024

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, 2025

Bitcoin contributed

$ 1,280,450,332

Bitcoin withdrawn

Bitcoin purchased

( 480,458,288 )

Net change in unrealized appreciation on investment in bitcoin

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

( 278,761,960 )

Net realized gain on investment in bitcoin

1 unchanged sentence

$ 1,382,273,990

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

Bitcoin transactions are accounted for on trade date.

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.

Beginning balance as of January 1, 2024 (a)

Bitcoin purchased

1,145,131,271

( 283,712,958 )

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

Net realized gain on investment in bitcoin

Ending balance as of December 31, 2024

$ 1,280,450,332

(a) The Trust did not hold any bitcoin as of January 1, 2024.

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.

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

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 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

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 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 using 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

3 unchanged sentences

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

Notes to Financial Statements (continued)

December 31, 2025

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.

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.

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

for the periods presented and has determined that no provision for income tax is required in the Trust’s financial statements .

Segment Reporting

The Chief Financial Officer

and Treasurer of 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.

The financial information

provided to and reviewed by the CODM is presented within the Trust's financial statements.

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

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 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.

for the period from November 25, 2024 through July 31, 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 July 31, 2026, the Sponsor Fee charged on

assets over $ 2.5 billion will be 0.20 % of average daily net assets.

After July 31, 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.

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

December 31, 2024

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.

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

2 unchanged sentences

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.

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”)

4 unchanged sentences

1,640.92 bitcoin.

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

of net assets.

As of December 31, 2025 and December 31, 2024, the Seed Capital Investor’s ownership in the Trust represents

approximately 6 % and 9 %, respectively, of net assets.

VANECK BITCOIN ETF

Notes to Financial Statements (continued)

December 31, 2025

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

2 unchanged sentences

Capital Share Transactions

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

transactions through brokers.

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

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

The Trust continuously offers the 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.

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.

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.

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 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.

The authorized participants deliver cash or bitcoin to create baskets and receive cash

or bitcoin when redeeming Shares.

For a subscription in cash, 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 a redemption in cash, 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

For an “in-kind” subscription, authorized participants will deliver, or arrange for the delivery by the

authorized participant’s designee of, bitcoin to the Trust’s account with the Bitcoin Custodian or Additional Bitcoin

Custodian in exchange for Shares when they purchase Shares.

For an “in-kind” redemption transaction with the Trust,

when authorized participants redeem Shares, the Trust through the Bitcoin Custodian or the Additional Bitcoin Custodian, will deliver

bitcoin to such authorized participants, or a designee thereof, 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

Beginning of year

$ 861,481,884

Shares issued

3 unchanged sentences

( 480,458,287 )

Ending of period

( 14,608,000 )

( 283,761,891 )

$ 1,157,308,754

$ 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

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.

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.

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

VANECK BITCOIN ETF

Notes to Financial Statements (continued)

December 31, 2025

Concentration Risk

12 unchanged sentences

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.

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 assets that are uncertain and difficult to evaluate.

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

Possible illiquid markets may exacerbate losses

2 unchanged sentences

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.

Bitcoin with a fair value of $ 1,382,273,990 and $ 1,280,450,332 were held by the Bitcoin Custodians at December

31, 2025 and December 31, 2024, respectively.

Future and current regulations by a United States or foreign government

5 unchanged sentences

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:

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 .

VANECK BITCOIN ETF

Notes to the Financial Statements (continued)

December 31, 2024

Notes to Financial Statements (continued)

December 31, 2025

Net asset value per share, beginning

Financial Highlights (a)

The financial highlights summarize

certain per share operating information and financial ratios of net investment loss and expenses, to daily average net assets for

the years below.

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

Year Ended December 31,

Net asset value per share, beginning of period

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)

Net investment loss (b)

Net realized gain and change in unrealized

appreciation (depreciation) from investments in

Net increase (decrease) resulting from operations

Net asset value per share, end of period

Total return (e)

Ratios to average net assets

Expenses before fee waiver

0.20 % (f)(g)

Expenses after fee waiver

0.01 % (f)(g)

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.

( 0.01 )% (f)(g)

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

Per share data prior to that date has been adjusted to reflect the share split.

(b) Net investment loss per share has been calculated based upon an average of daily shares outstanding.

(d) 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.

(e) 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.

(f) Annualized.

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

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.

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.

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 material events that would require disclosure in the financial statements .

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

3 unchanged sentences

March 12, 2026

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.

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.

President and Chief Executive Officer

6 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