8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of

theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2024

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ValkyrieBitcoin Fund

(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.)
320 Seven Springs Way, Suite 250<br><br> <br>Brentwood, Tennessee<br><br> <br>(Address<br> of principal executive offices)	37027<br><br> <br>(zip<br> code)
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Registrant’s telephone number, including area code: (218) 255-9743

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(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<br> Shares of Beneficial Interest of Valkyrie Bitcoin Fund	BRRR	The<br> NASDAQ 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 Rule 12b-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. ☐  ****

Item1.01 Entry into a Material Definitive Agreement

Amendmentsto the First Amended and Restated Trust Agreement of the Trust

On March 15, 2024, Valkyrie Digital Assets LLC (the “Sponsor”) and Delaware Trust Company (the “Trustee”) executed the First Amendment (the “Amendment”) to the First Amended and Restated Trust Agreement (the “Trust Agreement”) of Valkyrie Bitcoin Fund (the “Trust”). The Amendment makes several modifications to the Trust Agreement, including the following:

1.	Provides<br> the Sponsor with the power to appoint a Co-Sponsor (as defined in the Amendment) to provide<br> advisory and consultation services to the Trust and to serve as successor Sponsor pursuant<br> to Section 6.9 of the Trust Agreement, provided that any compensation of the Co-Sponsor shall<br> be the responsibility of the Sponsor and not the Trust. The Co-Sponsor shall have no power<br> or authority to act on behalf of the Trust, and the Sponsor may not delegate such authority<br> to the Co-Sponsor, until such time as the Co-Sponsor becomes the successor Sponsor pursuant<br> to Section 6.9 of the Trust Agreement.
2.	Shortens<br> the notice period required for the Sponsor to voluntarily withdraw from one hundred twenty<br> (120) days to sixty (60) days.
3.	Provides<br> that if a Co-Sponsor Agreement (as defined in the Amendment) is effective at the effective<br> time of the Sponsor’s withdrawal as Sponsor to the Trust, then upon the effectiveness<br> of such withdrawal the Co-Sponsor shall automatically and without further action by the Sponsor,<br> Trustee or the Shareholders (as defined in the Trust Agreement) become the successor Sponsor<br> and shall have all the powers, rights, duties and obligations of the Sponsor under the Trust<br> Agreement.

The Amendment became effective upon execution and is filed as an exhibit to this Current Report.

Appointmentof CoinShares Co. as Co-Sponsor

Immediately following the execution of the Amendment, the Sponsor and CoinShares Co. entered into a Co-Sponsor Agreement. The Co-Sponsor Agreement appoints CoinShares Co. as the Trust’s Co-Sponsor pursuant to the Trust Agreement, as amended by the Amendment, and obligates CoinShares Co. to assume the role of Sponsor to the Trust upon the effectiveness of the Sponsor’s withdrawal as Sponsor to the Trust.

The Co-Sponsor Agreement is filed as an exhibit to this Current Report.

AboutCoinShares

CoinShares Co., a Delaware corporation, is a wholly-owned subsidiary of CoinShares International Limited (“CoinShares”). CoinShares is a leading European investment company specializing in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey, with offices in France, Sweden, Switzerland, the U.K. and the U.S. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, in the U.S. by the Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

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Item3.03 Material Modification to Rights of Security Holders

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The information set forth under Item 1.01 is incorporated herein by reference.

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Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth under Item 1.01 is incorporated herein by reference.

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Item9.01 Financial Statements and Exhibits

4.2	First<br>Amendment to the Amended and Restated Trust Agreement
10.15	Co-Sponsor<br>Agreement

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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: March 15, 2024		Valkyrie Bitcoin Fund
		Valkyrie Digital Assets LLC, as Sponsor of the Valkyrie Bitcoin Fund
	By:	/s/<br> Leah Wald
	Name	Leah<br> Wald
	Title:	Chief<br> Executive Officer

Valkyrie Bitcoin Fund 8-K

Exhibit 4.2

First Amendment to the First Amended and Restated

Trust Agreement

This First 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 “TrustAgreement”), by and among Valkyrie Digital Assets LLC, a Delaware limited liability company (the “Sponsor”), Delaware Trust Company, a Delaware corporation, as trustee, and the Shareholders from time to time thereunder is made and entered into as of March 15, 2024. All capitalized terms used, but not defined herein, shall have the respective meanings ascribed to them in the Trust Agreement.

Recitals

Whereas, the Sponsor has determined that it is advisable and in the best interest of the Trust to amend the Trust Agreement to contemplate the appointment of a co-sponsor (the “Co-Sponsor”) to assist the Sponsor in an advisory capacity and to succeed the Sponsor as sponsor of the Trust in the event of the Sponsor’s withdrawal; and

Whereas, the Sponsor intends to appoint CoinShares Co., a Delaware corporation, to the role of Co-Sponsor immediately following the effectiveness of this Amendment.

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 by adding the following definitions in the appropriate alphabetical location:

*“Co-Sponsor”*means CoinShares Co., a Delaware corporation, or any other Person or Persons from time to time engaged to provide advisory and consulting services to the Trust.

“Co-SponsorAgreement” means that certain Co-Sponsor Agreement by and between the Sponsor, the Trust and the Co-Sponsor, dated as of March 15, 2024, as may be amended from time to time.

2.       Authorityof the Sponsor. Paragraphs (m) through (n) of Section 6.2 of the Trust Agreement are 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):

(m) Interact with the Depository as required; ~~and~~

(n) To appoint a Co-Sponsor toprovide advisory and consultation services to the Trust and to serve as successor Sponsor pursuant to Section 6.9, provided that any compensationof the Co-Sponsor shall be the responsibility of the Sponsor and not the Trust and the Co-Sponsor shall have no power or authority toact on behalf of the Trust, and the Sponsor may not delegate such authority to the Co-Sponsor, until such time as the Co-Sponsor becomesthe successor Sponsor pursuant to Section 6.9; and

~~(n)~~ (o) In general, but subject to Section 1.5 and Section 6.4 of this Trust Agreement, to do everything necessary, suitable or proper for the accomplishment of any purpose or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to, or growing out of or connected with, the aforesaid purposes or powers.

3.       VoluntaryWithdrawal of the Sponsor. Section 6.9 of the Trust Agreement is hereby amended as follows (with additions shown as bolded andunderlined and deletions as strikethrough to facilitate reading where necessary, which formatting and deleted language shall not be part of the amended Trust Agreement):

The Sponsor may withdraw voluntarily as the Sponsor of the Trust only upon ~~one hundred and twenty (120)~~ sixty (60) days’ prior written notice to all Shareholders and the Trustee. If the Co-Sponsor Agreement is effective at the effective time of the Sponsor’swithdrawal, then upon the effectiveness of such withdrawal the Co-Sponsor shall automatically and without further action by theSponsor, Trustee or the Shareholders become the successor Sponsor and shall have all the powers, rights, duties and obligations ofthe Sponsor under this Agreement. If the withdrawing Sponsor is the last remaining Sponsor and no Co-Sponsor has beenengaged by the Trust at the effective time of the Sponsor’s withdrawal, the Shareholders holding Shares equal to at least a majority (over 50%) of the Shares may vote to elect and appoint, effective as of a date on or prior to the withdrawal, a successor Sponsor who shall carry on the affairs of the Trust. If the Sponsor withdraws and a successor Sponsor is named, the withdrawing Sponsor shall pay all expenses as a result of its withdrawal.

4. Liability to theTrustee. Section 2.6(e) 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):

The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Transfer Agent, the Prime Broker, the Cash Custodian, the Custodian**,** ~~or~~ their respective delegates or any other Person;

5. 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]

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In Witness Whereof, the undersigned have executed this Amendment as of the date first written above.

Sponsor
Valkyrie Digital Assets LLC
By:	/s/ Leah Wald
Name:	Leah Wald
Title:	CEO
Trustee
Delaware Trust Company
By:	/s/ Gregory Daniels
Name:	Gregory Daniels
Title:	Vice President
Acknowledged:
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Co-Sponsor
CoinShares Co.
By:	/s/ Jared Denmark
Name:	Jared Denmark
Title:	Director

Valkyrie Bitcoin Fund 8-K

Exhibit 10.15

CO-SPONSOR AGREEMENT

THIS CO-SPONSOR AGREEMENT (the “Agreement”), dated as of March 15, 2024, is made by and among Valkyrie Digital Assets LLC, a Delaware limited liability company (“Sponsor”), Valkyrie Bitcoin Fund, a statutory trust organized under the laws of Delaware (the “Trust”), and CoinShares Co., a Delaware corporation (“Co-Sponsor”).

1. The Trust. The Trust is not an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and it is not required to register thereunder. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a commodity trading advisor. The Sponsor is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is not required to register thereunder.

2. Appointment. Pursuant to the terms of the Trust’s First Amended and Restated Trust Agreement (the “Trust Agreement”), as amended, Co-Sponsor is hereby appointed to serve as co-sponsor for the Trust. Co-Sponsor has accepted such appointment and hereby agrees to render such services to the Trust on the terms and conditions set forth in this Agreement and the Trust Agreement.

3. Successor Sponsor. Co-Sponsor acknowledges and agrees that upon the effectiveness of Sponsor’s withdrawal in accordance with Section 6.9 of the Trust Agreement, Co-Sponsor will automatically be appointed successor Sponsor and will perform such duties for the Trust as set forth in Article VI of the Trust Agreement in accordance with Sponsor’s best judgment and as outlined in the Trust’s then-current registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). The Trust and the Co-Sponsor hereby agree that upon the effectiveness of the Sponsor’s withdrawal pursuant to Section 6.9 of the Trust Agreement, the Sponsor Agreement, dated as of December 28, 2023 by and between the Sponsor and the Trust (the “Sponsor Agreement”), shall apply to Trust and the Co-Sponsor, mutatis mutandis, replacing the Sponsor with the Co-Sponsor where applicable.

4. Co-Sponsor’s Compensation. Until such time as the Co-Sponsor becomes the successor Sponsor of the Trust, the Co-Sponsor shall not be entitled to any compensation from the Trust. Upon becoming the successor Sponsor of the Trust, the Co-Sponsor will be entitled to the compensation due the Sponsor as provided in the Sponsor Agreement.

5. Governing Law/Disputes. This Agreement is entered into in accordance with and shall be governed by the laws of the State of Delaware; provided, however, that in the event that any law of the State of Delaware shall require that the laws of another state or jurisdiction be applied in any proceeding, such Delaware law shall be superseded by this paragraph, and the remaining laws of the State of Delaware shall nonetheless be applied in such proceeding. Each party agrees that in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party waives any right it may otherwise have to (a) seek punitive damages, or (b) request a jury trial.

6. Termination. This Agreement may be terminated by any party (i) at any time upon 30 days’ prior written notice; or (ii) upon discovery of acts of fraud or willful malfeasance of the other party in performing its duties hereunder. Any obligation or liability of either party resulting from actions or inactions occurring prior to termination shall not be affected by termination of this Agreement.

7. Assignment. This Agreement may be assigned by any party upon prior notice to the other party.

8. Notices. All notices and other communications under this Agreement shall be in writing and shall be addressed to the parties at their respective addresses.

9. Severability. In the event any provision of this Agreement is adjudicated to be void, illegal, invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and each of such remaining terms and provisions shall be valid and enforceable to the fullest extent permitted by law, unless a party demonstrates by a preponderance of the evidence that the invalidated provision was an essential economic term of this Agreement.

10. Integration; Amendment. This Agreement together with any other written agreements between the parties entered into concurrently with this Agreement contain the entire agreement between the parties with respect to the transactions contemplated hereby and supersede all previous oral or written negotiations, commitments and understandings related thereto. This Agreement may not be amended or modified in any respect, nor may any provision be waived, without the written agreement of both parties. No waiver by one party of any obligation of the other hereunder shall be considered a waiver of any other obligation of such party.

11. Further Assurances. Each party hereto shall execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

12. Headings. The headings of paragraphs herein are included solely for convenience and shall have no effect on the meaning of this Agreement.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to be one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Valkyrie Bitcoin Fund
By: Valkyrie Digital Assets LLC
By:	/s/ Leah Wald
Name:	Leah Wald
Title:	CEO
Sponsor
Valkyrie Digital Assets LLC
By:	/s/ Leah Wald
Name:	Leah Wald
Title:	CEO
Co-Sponsor
CoinShares Co.
By:	/s/ Jared Denmark
Name:	Jared Denmark
Title:	Director
Signature Page – Co-Sponsor Agreement
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