BRRR Valkyrie Bitcoin Fund ETF

As filed with the Securities and Exchange Commission on June 14, 2024

 

Registration No. 333-252344

 

 

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 3

 TO FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

COINSHARES VALKYRIE BITCOIN FUND

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		86-6430837
(State or Other Jurisdiction of Incorporation or Organization)	c/o CoinShares Co. Charles Butler 437 Madison Avenue, 28th Floor New York, NY 10022 (646) 308-1518	(I.R.S. Employer Identification Number)

(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices and Agent for Service)

 

Copies to:

 

Morrison C. Warren, Esq.
Chapman and Cutler LLP
320 South Canal Street
Chicago, Illinois 60606

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (File No. 333-252344)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act.						☐

 

This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

 

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-252344) of CoinShares Valkyrie Bitcoin Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing additional exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 3 consists only of a facing page, this explanatory note and Part II of the Registration Statement on Form S-1 setting forth the exhibits being added to the Registration Statement. This Post- Effective Amendment No. 3 does not modify any provision of Part I or Part II of the Registration Statement other than the additions to Item 16 of Part II as set forth below. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the Securities and Exchange Commission.

 

 

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

 

(a) Exhibits: The following additional exhibits are filed as part of this Registration Statement.

 

Exhibit
Number		Description
3.4		Certificate of Amendment to the Certificate of Trust
3.5		Second Amendment to the Amended and Restated Certificate of Trust
23.1		Consent of Independent Registered Public Accounting Firm

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on June 14, 2024.

 

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

 

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities* and on the dates indicated.

 

Signature		Capacity		Date
/s/ Jared Demark Jared Demark		Principal Executive Officer		June 14, 2024
/s/ Charles Butler Charles Butler		Principal Financial Officer and Principal Accounting Officer		June 14, 2024

 

*

The Registrant is a trust and the persons are signing in their capacities as officers of CoinShares Co., the Sponsor of the Registrant.

 

  

CoinShares Valkyrie Bitcoin Fund POS EX

Exhibit 3.4

 

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 POS EX

Exhibit 3.5

 

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

 

CoinShares Valkyrie Bitcoin Fund POS EX

Exhibit 23.1

 

 

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the inclusion in this Prospectus of our report dated December 29, 2023, relating to the financial statement of Coinshares Valkyrie Bitcoin Fund (formerly the Valkyrie Bitcoin Fund), as of December 21, 2023, and to the reference to our firm under the heading “Experts” in such Registration Statement.

 

 

Hunt Valley, Maryland

June 14, 2024

 

 

 

C O H E N  &  C O M P A N Y ,  L T D .

800.229.1099 | 866.818.4538 fax | cohencpa.com

 

 

Registered with the Public Company Accounting Oversight Board

 

 

 

 

 

 

 

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