hodl-20240816

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)


Delaware	001-41908	85-6811021
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


666 Third Avenue, 9th Floor New York, New York		10017

(Address of principal executive offices)		(Zip Code)

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:


☐			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
Shares	HODL	Cboe BZX Exchange, Inc.

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.


Exhibit No.						Description

3.1						Certificate of Amendment to Certificate of Trust

4.1						Amendment No. 1 to the Third Amended and Restated Declaration of Trust and Trust Agreement, dated as of August 16, 2024, by and between VanEck Digital Assets, LLC and CSC Delaware Trust Company

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


VanEck Bitcoin Trust *

By:			VanEck Digital Assets, LLC, as Sponsor of the Trust

By:			/s/ Jonathan R. Simon
Name:			Jonathan R. Simon
Title:			Senior Vice President, General Counsel and Secretary


*			The registrant is a trust. The individual specified above is signing in his capacity as an officer of VanEck Digital Assets, LLC, the Sponsor of the registrant.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

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

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:


			●			Trust Name. The name of the VanEck Bitcoin Trust is hereby changed to VanEck Bitcoin ETF.

			●			Trustee Name. Each reference to the Trustee name of Delaware Trust Company is hereby changed to CSC Delaware Trust Company.


			●			All other provisions of the Trust Agreement remain in full force and effect.

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


VANECK DIGITAL ASSETS, LLC, as Sponsor


By:			/s/ Matthew Babinsky
			Name: Matthew Babinsky
			Title: Assistant Vice President


CSC DELAWARE TRUST COMPANY, as Trustee

By:

/s/ Gregory Daniels

Name: Gregory Daniels

Title: Vice President