8-K

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2025

______________________________

CoinShares Bitcoin ETF

(Exact name of registrant as specified in its charter)

Delaware	001-41909	86-6430837
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
437 Madison Avenue, 28th Floor New York, NY<br><br> <br>(Address of principal executive offices)	10022<br><br> <br>(zip code)
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Registrant’s telephone number, including area code: (646) 308-1518

CoinShares Valkyrie BitcoinFund 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):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest of CoinShares Bitcoin Fund	BRRR	The NASDAQ<br>Stock Market, LLC

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 ofIncorporation 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 andExhibits

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3.2	Certificate of Amendment to the Certificate of Trust

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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

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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<br> Trust to COINSHARES BITCOIN ETF.
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3.	Effective Date. This Certificate of Amendment shall be effective upon filing.
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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 Amendmentto the First Amended and RestatedTrust 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