CoinShares Bitcoin ETF 8-K, filed Jul 25, 2025
CoinShares Bitcoin ETF (BRRR)
About this 8-K
CoinShares Bitcoin ETF filed this 8-K on July 25, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
______________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
|
(Address of principal executive offices) |
(zip code) |
Registrant’s telephone number, including area
code:
CoinShares Valkyrie Bitcoin
Fund
320 Seven Springs Way, Suite 250
Brentwood, TN 37027
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 25, 2025, the Sponsor caused a Certificate of Amendment to the Trust’s Certificate of Trust to be filed with the Secretary of State of the State of Delaware in order to change the name of the Trust from “CoinShares Valkyrie Bitcoin Fund” to “CoinShares Bitcoin ETF”. In addition, on July 25, 2025, the Sponsor and CSC Delaware Trust Company, the Trustee of the Trust, entered into a Third Amendment (the “Amendment”) to the First Amended and Restated Trust Agreement of the Trust dated December 28, 2023 (the “Trust Agreement”). The Amendment made conforming changes to the Trust Agreement to reflect the change to the name of the Trust.
Item 9.01 Financial Statements and Exhibits
| 3.2 | Certificate of Amendment to the Certificate of Trust |
| 4.4 | Third Amendment to the Amended and Restated Trust Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 25, 2025 | CoinShares Bitcoin Fund | ||
| CoinShares Co., as Sponsor of the CoinShares Bitcoin Fund | |||
| By: | /s/ Jean-Marie Mognetti | ||
| Name: | Jean-Marie Mognetti | ||
| Title: | Principal Executive Officer | ||
CoinShares Bitcoin Fund Form 8-K
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF TRUST
OF COINSHARES VALKYRIE BITCOIN FUND
THIS Certificate of Amendment of CoinShares Valkyrie Bitcoin Fund (the “Trust”)is being duly executed and filed to amend the certificate of trust of a statutory trust formed under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”) pursuant to § 3810(b) of the Act.
| 1. | Name. The name of the statutory trust amended hereby is CoinSharesValkyrieBitcoin Fund. |
| 2. | Amendment to Certificate of Trust. The Certificate of Trust of the Trust is hereby amended by changing the name of the Trust to COINSHARES BITCOIN ETF. |
| 3. | Effective Date. This Certificate of Amendment shall be effective upon filing. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment in accordance with Section 3811(a)(2).
CSC DELAWARE TRUST COMPANY, not in its individual
capacity but solely as Trustee of the Trust
| By: | /s/ Gregory Daniels | ||
| Name: | Gregory Daniels | ||
| Title: | Vice President |
CoinShares Bitcoin Fund Form 8-K
Exhibit 4.4
Third Amendment
to the First Amended and Restated
Trust Agreement
This Third Amendment (this “Amendment”) To The First Amended And Restated Trust Agreement of Valkyrie Bitcoin Fund (the “Trust”), dated as of December 28, 2023 (as heretofore amended, restated, modified and/or supplemented from time to time, the “Trust Agreement”), by and among CoinShares Co. (the “Sponsor”), as successor to Valkyrie Digital Assets LLC, a Delaware limited liability company (the “Former Sponsor”), CSC Delaware Trust Company, a Delaware corporation, as trustee, and the Shareholders from time to time thereunder is made and entered into as of July 25, 2025. All capitalized terms used, but not defined herein, shall have the respective meanings ascribed to them in the Trust Agreement.
Recitals
Whereas, effective on July 25, 2025, the Sponsor has determined that it is advisable and in the best interest of the Trust to amend the Trust Agreement to change the name of the Trust to “CoinShares Bitcoin ETF”.
Now, Therefore, in consideration of the mutual promises and agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Agreements
1. Definitions. Section 1.1 is hereby amended as by deleting and replacing in their entirety the following definitions:
“Trust” means CoinShares Bitcoin ETF, a Delaware statutory trust formed pursuant to the Certificate of Trust, the affairs of which are governed by this Trust Agreement.
2. Name. Paragraph (a) of Section 1.2 of the Trust Agreement is hereby amended as follows (with additions shown as bolded and underlined and deletions as strikethrough to facilitate reading where necessary, which formatting and deleted language shall not be part of the amended Trust Agreement):
(a) The name of the Trust is “CoinShares
Valkyrie Bitcoin ETF Fund” in which name the Trustee and the Sponsor shall cause
the Trust to carry out its purposes as set forth in Section 1.5, make and execute contracts and other instruments in the name and on behalf
of the Trust and sue and be sued in the name and on behalf of the Trust.
3. Notices. The third paragraph of Section 13.5 is hereby replaced in its entirety as follows:
All notices that the Trustee is required to provide shall be sent to:
if to the Trust, at
CoinShares Bitcoin ETF
437 Madison Avenue, 28th Floor
New York, NY 10022
Attention: Legal Department
if to the Sponsor, at
CoinShares Co.
437 Madison Avenue, 28th Floor
New York, NY 10022
Attention: Jean-Marie Mognetti
| 4. | Miscellaneous. |
(a) This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.
(b) Except as modified herein, the Trust Agreement shall remain in full force and effect and the parties hereto confirm and ratify the same.
(c) This Amendment shall be binding upon and inure to the benefit of the Sponsor, the Trustee, the Shareholders and their respective legal representatives, heirs, successors, and assigns.
[Signature Page Follows]
In Witness Whereof, the undersigned have executed this Amendment as of the date first written above.
| Sponsor | |||
| CoinShares Co. | |||
| By: | /s/ Jean-Marie Mognetti | ||
| Name: | Jean-Marie Mognetti | ||
| Title: | Principal Executive Officer | ||
| Trustee | |||
| CSC Delaware trust Company | |||
| By: | /s/ Gregory Daniels | ||
| Name: | Gregory Daniels | ||
| Title: | Vice President | ||