BRRR Coinshares Valkyrie Bitcoin Fund

 

 

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): June 14, 2024

 

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CoinShares Valkyrie Bitcoin 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.)

 

437 Madison Avenue, 28th Floor New York, NY (Address of principal executive offices)

10022 (zip code)

 

Registrant’s telephone number, including area code: (646) 308-1518

 

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):

 

☐    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 Valkyrie Bitcoin Fund	BRRR	The 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. ☐  

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Leah Wald and Steven McClurg

In connection with Valkyrie Digital Assets LLC’s (the “Former Sponsor”) withdrawal as sponsor of the Trust, and the appointment of CoinShares Co. (the “Sponsor”) as the sole successor sponsor of the Trust, effective June 14, 2024, Leah Wald ceased serving as chief executive officer (principal executive officer) of the Sponsor and Steven McClurg ceased serving as chief investment officer (principal accounting officer and principal financial officer) of the Former Sponsor.

Appointment of Jared Demark and Charles Butler

In connection with the Former Sponsor’s withdrawal as sponsor of the Trust, and the appointment of the Sponsor as the sole successor sponsor of the Trust, effective June 14, 2024, Jared Demark will serve as principal executive officer of the Sponsor and Charles Butler will serve as principal financial officer and principal accounting officer of the Sponsor.

 

Jared Demark, Principal Executive Officer

Jared has nearly 30 years of experience in the financial services industry. Prior to his tenure at CoinShares, he spent over 20 years at Lehman Brothers and Barclays as a Managing Director in Institutional Equities Sales covering some of the largest asset managers in the United States. Jared holds a bachelor's degree in Economics from Vanderbilt University.

 

Charles Butler, Principal Financial Officer and Principal Accounting Officer

Charles Butler trained with PricewaterhouseCoopers and is a fellow of the Institute of Chartered Accountants in England and Wales with more than 20 years of financial services experience.  Charles's experience covers audit, accountancy, funds, trusts, and private wealth predominantly in the offshore financial services industry.  Prior to joining CoinShares in September 2017, Charles was a Senior Debt Fund Manager at BNP Paribas in Jersey.  At CoinShares Charles has responsibility for finance and tax matters, and is a director of a number of group companies.

Additional information regarding the change in officers and co-Sponsor can be found in the Trust’s Prospectus dated January 10, 2024, as amended February 1, 2024 and June 14, 2024, as filed with the Securities and Exchange Commission.

Item 5.03

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

In connection with the Former Sponsor’s withdrawal as sponsor of the Trust, and the appointment of the Sponsor as the sole successor sponsor of the Trust, on June 14, 2024 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 to “CoinShares Valkyrie Bitcoin Fund”. In addition, on June 14, 2024 the Sponsor and CSC Delaware Trust Company, the Trustee of the Trust, entered into a Second 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 appointment of CoinShares Co. to the role of Sponsor to the Trust.

 

Item 8.01

Other Events

As of June 14, 2024, Valkyrie Digital Assets LLC has withdrawn as co-Sponsor to the Trust and CoinShares Co. has become the sole Sponsor. Further information can be found in the Trust’s Prospectus dated January 10, 2024, as amended February 1, 2024 and June 14, 2024, as filed with the Securities and Exchange Commission.

 

About CoinShares

 

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.

 

Item 9.01

Financial Statements and Exhibits

 

	3.2	Certificate of Amendment to the Certificate of Trust
	4.4	Second 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: June 14, 2024

	CoinShares Valkyrie Bitcoin Fund CoinShares Co., as Sponsor of the CoinShares Valkyrie Bitcoin Fund
	By:	/s/ Jared Demark
	Name:	Jared Demark
	Title:	Principal Executive Officer

 

 

 

CoinShares Valkyrie Bitcoin Fund 8K

 

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF TRUST
OF
VALKYRIE BITCOIN FUND

 

THIS Certificate of Amendment of 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 Valkyrie Bitcoin 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 VALKYRIE BITCOIN FUND.

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 Valkyrie Bitcoin Fund 8K

 

Exhibit 4.4

 

Second Amendment to the First Amended and Restated
Trust Agreement

This Second 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 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 June 14, 2024. All capitalized terms used, but not defined herein, shall have the respective meanings ascribed to them in the Trust Agreement.

Recitals

Whereas, effective on June 14, 2024, the Former Sponsor has resigned as sponsor of the Trust and CoinShares Co., a Delaware corporation (the “Sponsor”), was appointed as the successor sponsor of the Trust;

Whereas, the Sponsor has determined that it is advisable and in the best interest of the Trust to amend the Trust Agreement to reflect the resignation of the Former Sponsor and the appointment of the Sponsor as successor to the Former Sponsor; and

Whereas, 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 Valkyrie Bitcoin Fund”.

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:

“Sponsor” means CoinShares Co., a Delaware corporation, or any substitute therefor as provided herein, or any successor thereto by merger or operation of law.

“Trust” means CoinShares Valkyrie Bitcoin Fund 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 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 Valkyrie Bitcoin Fund
		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: Jared Demark

4.       Goodwill; Use of Name. Section 13.11 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):

No value shall be placed on the name or goodwill of the Trust, which shall belong exclusively to Valkyrie Digital Assets LLC CoinShares Co.

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]

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

	Sponsor
	CoinShares Co.
	By:	/s/ Jared Demark
	Name:	Jared Demark
	Title:	Principal Executive Officer
	Former Sponsor
	Valkyrie Digital Assets LLC
	By:	/s/ Steven McClurg
	Name:	Steven McClurg
	Title:	CIO
	Trustee
	CSC Delaware Trust Company
	By:	/s/ Gregory Daniels
	Name:	Gregory Daniels
	Title:	Vice President

v3.24.1.1.u2

Cover	Jun. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 14, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41909
Entity Registrant Name	CoinShares Valkyrie Bitcoin Fund
Entity Central Index Key	0001841175
Entity Tax Identification Number	86-6430837
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	437 Madison Avenue
Entity Address, Address Line Two	28th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	308-1518
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares of Beneficial Interest of CoinShares Valkyrie Bitcoin Fund
Trading Symbol	BRRR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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