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): August 16, 2024

VANECK BITCOIN TRUST

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (212) 293-2000

Not Applicable

(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:

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

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 16, 2024, VanEck Digital Assets, LLC (the "Sponsor"), sponsor of VanEck Bitcoin Trust (the "Trust"), and CSC Delaware Trust Company (f/k/a Delaware Trust Company), in its capacity as trustee of the Trust (the "Trustee"), entered into the Amendment No. 1 to the Third Amended and Restated Trust Agreement (the "Amendment No. 1") to reflect the change in the name of the Trust from VanEck Bitcoin Trust to VanEck Bitcoin ETF, effective 12:01 a.m. on August 21, 2024.

The foregoing description of the Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 1, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 16, 2024, the Trust filed a Certificate of Amendment to its Certificate of Trust with the Secretary of State of the State of Delaware for the purpose of changing its name to "VanEck Bitcoin ETF", effective 12:01 a.m. on August 21, 2024 (the "Certificate of Amendment").

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

Date: August 20, 2024

Document

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF TRUST OF VANECK BITCOIN TRUST

This Certificate of Amendment to the Certificate of Trust of VanEck Bitcoin Trust (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to amend the Certificate of Trust (the “Certificate of Trust”) of a statutory trust formed under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.    Name. The name of the statutory trust amended hereby is VanEck Bitcoin Trust.

2.    Amendment of Certificate. The Certificate of Trust of the Trust is hereby amended by changing the name of the Trust to VanEck Bitcoin ETF.

3.    Effective Date. This Certificate of Amendment shall be effective on August 21, 2024, at 12:01 a.m.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.

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

Document

Exhibit 4.1

Amendment No. 1

THIS AMENDMENT No. 1 (“Amendment”) to the Third Amended and Restated Declaration of Trust and Trust Agreement of VanEck Bitcoin Trust dated as of March 1, 2024 (the “Trust Agreement”) by and between VanEck Digital Assets, LLC, a Delaware limited liability company, as sponsor (the “Sponsor”), and CSC Delaware Trust Company (f/k/a Delaware Trust Company), a Delaware trust company, as trustee (the “Trustee”), is made with effect from August 21, 2024.

IT IS AGREED AS FOLLOWS:

IN WITNESS whereof the parties have caused this Amendment to be executed effective the date set forth above.