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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________________
 TO ____________________

 Commission
File Number 001-41909

 (Exact
name of Registrant as specified in its Charter)

 Delaware

 86-6430837

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

 Madison Avenue, 28th Floor
 New York, NY

 10022

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (218) 255-9743

 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

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES No

by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes NO

by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit such files). Yes NO

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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant's most recently completed second fiscal quarter: $ 193,770,950.00

 As
of February 28, 2025, the Registrant had 26,085,000 shares outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE: None

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report contains "forward-looking statements" with respect to the Trust's financial conditions, results
of operations, plans, objectives, future performance and business. Statements preceded by, followed by or that include words such
as "may," "might," "will," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue,"
the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All
statements (other than statements of historical fact) included in this Annual Report that address activities, events or developments
that will or may occur in the future, including such matters as changes in market prices and conditions (for bitcoin and the Shares),
the Trust's operations, the Sponsor's plans and references to the Trust's future success and other similar matters
are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements
are based on certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions
and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and
developments will conform to the Sponsor's expectations and predictions, however, is subject to a number of risks and uncertainties,
including:

 the
 special considerations discussed in this Annual Report;

 general
 economic, market and business conditions;

 the
 use of technology by us and our vendors, including the Custodians, in conducting our
 business, including disruptions in our computer systems and data centers and our transition
 to, and quality of, new technology platforms;

 changes
 in laws or regulations, including those concerning taxes, made by governmental authorities
 or regulatory bodies;

 the
 costs and effects of any litigation or regulatory investigations;

 our
 ability to maintain a positive reputation; and

 other
 world economic and political developments.

 Consequently,
all the forward-looking statements made in this Annual Report are qualified by these cautionary statements, and there can be no
assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized,
that they will result in the expected consequences to, or have the expected effects on, the Trust's operations or the value
of the Shares. Should one or more of these risks discussed in the Annual Report or other uncertainties materialize, or should
underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements.
Forward-looking statements are made based on the Sponsor's beliefs, estimates and opinions on the date the statements are
made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if
these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Moreover,
neither the Trust, the Sponsor, nor any other person assumes responsibility for the accuracy and completeness of any of these
forward-looking statements. Investors are therefore cautioned against placing undue reliance on forward-looking statements.

 i

 Table
of Contents

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 i

 PART
I

 As
used below,
Bitcoin with an uppercase "B" is used to describe the system as a whole that is involved in maintaining the ledger
of bitcoin ownership and facilitating the transfer of bitcoin among parties. When referring to the digital asset within the Bitcoin
network, bitcoin is written with a lower case "b."

 Item
1. Business.

 Summary

Valkyrie Bitcoin Fund (the "Trust") was organized as a Delaware statutory trust on January 20, 2021. The Trust issues
common units of beneficial interest ("Shares"), which represent units of fractional undivided beneficial interest in and
ownership of the Trust. The Shares of the Trust are listed on The Nasdaq Stock Market, LLC ("Nasdaq" or the
"Exchange"). CoinShares Co., a Delaware corporation, is the sponsor of the Trust (the "Sponsor"), CSC
Delaware Trust Company f/k/a Delaware Trust Company is the trustee of the Trust (the "Trustee"), U.S. Bancorp Fund
Services, LLC is the transfer agent of the Trust (in such capacity, the "Transfer Agent") and the administrator of the
Trust (in such capacity, the "Administrator"), Paralel Distributors LLC is the marketing agent of the Trust (the
"Marketing Agent"), Coinbase Custody Trust Company, LLC (the "Coinbase Custodian"), BitGo Trust Company,
Inc. ("BitGo"), and Komainu (Jersey) Limited ("Komainu" and
collectively with BitGo and the Coinbase Custodian, the "Custodians") are the custodians of the Trust's bitcoin,
Coinbase, Inc., an affiliate of the Coinbase Custodian, is the prime broker of the Trust (the "Prime Broker"), and U.S.
Bank, N.A., an affiliate of the Transfer Agent and Administrator, is the cash custodian of the Trust (the "Cash
Custodian"). The operations of the Trust are governed by the provisions of the Amended and Restated Trust Agreement of the
Trust, dated December 28, 2023, among the Trustee, the Sponsor, and the shareholders from time to time thereunder (the
"Shareholders"), as may be amended from time to time (the "Trust Agreement"). The Trust is an
exchange-traded product. The Trust sells or redeems its Shares in blocks of 5,000 Shares (a "Basket") based on the
quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities).

 The
Trust's inception of operation was January 11, 2024. The Trust had no operations prior to January 11, 2024, other than matters
relating to its organization and the registration of the Shares under the Securities Act of 1933 (the "1933 Act").

 On
March 15, 2024, CoinShares Co. was appointed as the co-sponsor of the Trust. As co-sponsor, CoinShares Co. served in an advisory
capacity to the Trust and Valkyrie Digital Assets, LLC, a Delaware limited liability company (the "Initial Sponsor").
The Trust did not compensate CoinShares Co. for services performed as co-sponsor. On June 14, 2024, CoinShares Co. succeeded the
Initial Sponsor as the sponsor of the Trust.

 The
Sponsor maintains a website  through which the Trust's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), can be accessed free of charge, as soon
as reasonably practicable after such material is electronically file with, or furnished to, the U.S. Securities and Exchange Commission
(the "SEC"). Additional information regarding the Trust may also be found on the SEC's EDGAR database at www.sec.gov.

Objectives and Principal Investment Strategies

Objectives

 The
investment objective of the Trust is for the Shares to reflect the performance of the value of a bitcoin as represented by the
CME CF Bitcoin Reference Rate – New York Variant (the "Index"), less the Trust's liabilities and expenses.

Investment Strategies

 In
seeking to achieve its investment objective, the Trust holds bitcoin and values its Shares daily based on the value of bitcoin
as reflected by the Index, which is an independently calculated value based on an aggregation of executed trade flow of major
bitcoin spot exchanges. The Sponsor is authorized under the Trust Agreement to substitute an alternative index, reference rate,
or other methodology for valuing bitcoin for the Index for purposes of the Trust's investment objective and valuation policies
at its sole discretion and without Shareholder approval. The Shares are designed to provide investors with a cost-effective and
convenient way to invest in bitcoin.

 Information
About Bitcoin, Bitcoin Markets and Regulation of Bitcoin

 This
section of the Annual Report provides a more detailed description of bitcoin, including information about the historical development
of bitcoin, how a person holds bitcoin, how to use bitcoin in transactions, how to trade bitcoin, the "exchange" market
where bitcoin can be bought, held and sold, the bitcoin OTC market and bitcoin mining.

is the digital asset that is native to, and created and transmitted through the operations of, the peer-to-peer Bitcoin Network,
a decentralized network of computers that operates on cryptographic protocols. No single entity owns or operates the Bitcoin Network,
the infrastructure of which is collectively maintained by a decentralized user base. The Bitcoin Network allows people to exchange
tokens of value, called bitcoin, which are recorded on a public transaction ledger known as the Blockchain. Bitcoin can be used
to pay for goods and services, or it can be converted to fiat currencies, such as the U.S. dollar, at rates determined on bitcoin
trading platforms or in individual end-user-to-end-user transactions under a barter system. Although nascent in use, bitcoin may
be used as a medium of exchange, unit of account or store of value.

 The
Bitcoin Network is decentralized and does not require governmental authorities or financial institution intermediaries to create,
transmit or determine the value of bitcoin. In addition, no party may easily censor transactions on the Bitcoin Network. As a
result, the Bitcoin Network is often referred to as decentralized and censorship resistant.

 The
value of bitcoin is determined by the supply of and demand for bitcoin. New bitcoin are created and rewarded to the parties providing
the Bitcoin Network's infrastructure ("miners") in exchange for their having expended computational power to
verifying transactions and adding them to the Blockchain. The Blockchain is effectively a decentralized database that includes
all blocks that have been solved by miners and it is updated to include new blocks as they are solved. Each bitcoin transaction
is broadcast to the Bitcoin Network and, when included in a block, recorded in the Blockchain. As each new block records outstanding
bitcoin transactions, and outstanding transactions are settled and validated through such recording, the Blockchain represents
a complete, transparent and unbroken history of all transactions of the Bitcoin Network.

Network

was first described in a white paper released in 2008 and published under the pseudonym "Satoshi Nakamoto." The protocol
underlying Bitcoin was subsequently released in 2009 as open-source software and currently operates on a worldwide network of
computers.

 The
first step in directly using the Bitcoin Network for transactions is to download specialized software referred to as a "bitcoin
wallet." A user's bitcoin wallet can run on a computer or smartphone and can be used both to send and to receive bitcoin.
Within a bitcoin wallet, a user can generate one or more unique "bitcoin addresses," which are conceptually similar
to bank account numbers. After establishing a bitcoin address, a user can send or receive bitcoin from his or her bitcoin address
to another user's address. Sending bitcoin from one bitcoin address to another is similar in concept to sending a bank wire
from one person's bank account to another person's bank account; provided, however, that such transactions are not
managed by an intermediary and erroneous transactions generally may not be reversed or remedied once sent.

 The
amount of bitcoin associated with each bitcoin address, as well as each bitcoin transaction to or from such address, is transparently
reflected in the Blockchain and can be viewed by websites that operate as "Blockchain explorers." Copies of the Blockchain
exist on thousands of computers on the Bitcoin Network. A user's bitcoin wallet will either contain a copy of the Blockchain
or be able to connect with another computer that holds a copy of the Blockchain. The innovative design of the Bitcoin Network
protocol allows each Bitcoin user to trust that their copy of the Blockchain will generally be updated consistent with each other
user's copy.

 When
a Bitcoin user wishes to transfer bitcoin to another user, the sender must first have the recipient's Bitcoin address. The
sender then uses his or her Bitcoin wallet software to create a proposed transaction to be added to the Blockchain. The proposal
would reduce the amount of bitcoin allocated to the sender's address and increase the amount allocated recipient's
address, in each case by the amount of bitcoin desired to be transferred. The proposal is completely digital in nature, similar
to a file on a computer, and it can be sent to other computers participating in the Bitcoin Network; however, the use of "unspent
transaction outputs" that are verified cryptographically prevents the ability to duplicate or counterfeit bitcoin.

Protocol

 The
Bitcoin protocol is open-source software, meaning any developer can review the underlying code and suggest changes. There is no
official company or group that is responsible for making modifications to Bitcoin. There are, however, a number of individual
developers that regularly contribute to a specific distribution of Bitcoin software known as the "Bitcoin Core," which
is maintained in an open-source repository on the website Github. There are many other compatible versions of Bitcoin software,
but Bitcoin Core provides the de-facto standard for the Bitcoin protocol, also known as the "reference software."
The core developers for Bitcoin Core operate on a volunteer basis and without strict hierarchical administration.

 Significant
changes to the Bitcoin protocol are typically accomplished through a so-called "Bitcoin Improvement Proposal" or BIP.
Such proposals are generally posted on websites, and the proposals explain technical requirements for the protocol change as well
as reasons why the change should be accepted. Upon its inclusion in the most recent version of Bitcoin Core, a new BIP becomes
part of the reference software's Bitcoin protocol. Several BIPs have been implemented since 2011 and have provided various
new features and scaling improvements.

 Because
Bitcoin has no central authority, updating the reference software's Bitcoin protocol will not immediately change the Bitcoin
Network's operations. Instead, the implementation of a change is achieved by users and miners downloading and running updated
versions of Bitcoin Core or other Bitcoin software that abides by the new Bitcoin protocol. Users and miners must accept any changes
made to the Bitcoin source code by downloading a version of their Bitcoin software that incorporates the proposed modification
of the Bitcoin Network's source code. A modification of the Bitcoin Network's source code is only effective with respect
to the Bitcoin users and miners that download it. If an incompatible modification is accepted only by a percentage of users and
miners, a division in the Bitcoin Network will occur such that one network will run the pre-modification source code and the other
network will run the modified source code. Such a division is known as a "fork" in the Bitcoin Network.

Transactions

 A
bitcoin transaction contains the sender's bitcoin address, the recipient's bitcoin address, the amount of bitcoin
to be sent, a transaction fee and the sender's digital signature. Bitcoin transactions are secured by cryptography known
as public-private key cryptography, represented by the bitcoin addresses and digital signature in a transaction's data file.
Each Bitcoin Network address, or wallet, is associated with a unique "public key" and "private key" pair,
both of which are lengthy alphanumeric codes, derived together and possessing a unique relationship.

 The
public key is visible to the public and analogous to the Bitcoin Network address. The private key is a secret and may be used
to digitally sign a transaction in a way that proves the transaction has been signed by the holder of the public-private key pair,
without having to reveal the private key. A user's private key must be kept in accordance with appropriate controls and
procedures to ensure it is used only for legitimate and intended transactions. If an unauthorized third person learns of a user's
private key, that third person could forge the user's digital signature and send the user's bitcoin to any arbitrary
bitcoin address, thereby stealing the user's bitcoin. Similarly, if a user loses his private key and cannot restore such
access (e.g., through a backup), the user may permanently lose access to the bitcoin contained in the associated address.

 The
Bitcoin Network incorporates a system to prevent double-spending of a single bitcoin. To prevent the possibility of double-spending
a single bitcoin, each validated transaction is recorded, time stamped and publicly displayed in a "block" in the
Blockchain, which is publicly available. Thus, the Bitcoin Network provides confirmation against double-spending by memorializing
every transaction in the Blockchain, which is publicly accessible and downloaded in part or in whole by all users of the Bitcoin
Network software program. Any user may validate, through their Bitcoin wallet or a Blockchain explorer, that each transaction
in the Bitcoin Network was authorized by the holder of the applicable private key, and Bitcoin Network mining software consistent
with reference software requirements typically validates each such transaction before including it in the Blockchain. This cryptographic
security ensures that bitcoin transactions may not generally be counterfeited, although it does not protect against the "real
world" theft or coercion of use of a Bitcoin user's private key, including the hacking of a Bitcoin user's computer
or a service provider's systems.

 A
Bitcoin transaction between two parties is settled when recorded in a block added to the Blockchain. Validation of a block is
achieved by confirming the cryptographic hash value included in the block's solution and by the block's addition to
the longest confirmed Blockchain on the Bitcoin Network. For a transaction, inclusion in a block on the Blockchain constitutes
a "confirmation" of a Bitcoin transaction. As each block contains a reference to the immediately preceding block,
additional blocks appended to and incorporated into the Blockchain constitute additional confirmations of the transactions in
such prior blocks, and a transaction included in a block for the first time is confirmed once against double-spending. The layered
confirmation process makes changing historical blocks (and reversing transactions) exponentially more difficult the further back
one goes in the Blockchain.

 To
undo past transactions in a block recorded on the Blockchain, a malicious actor would have to exert tremendous computer power
in re-solving each block in the Blockchain starting with and after the target block and broadcasting all such blocks to the Bitcoin
Network. The Bitcoin Network is generally programmed to consider the longest Blockchain containing solved and valid blocks to
be the most accurate Blockchain. In order to undo multiple layers of confirmation and alter the Blockchain, a malicious actor
must re-solve all of the old blocks sought to be regenerated and be able to continuously add new blocks to the Blockchain at a
speed that would have to outpace that of all of the other miners on the Bitcoin Network, who would be continuously solving for
and adding new blocks to the Blockchain.

Mining – Creation of New Bitcoins

 Mining
Process

 The
process by which bitcoins are created and bitcoin transactions are verified is called mining. To begin mining, a user, or "miner,"
can download and run a mining client, which, like regular Bitcoin Network software, turns the user's computer into a "node"
on the Bitcoin Network that validates blocks. Each time transactions are validated and bundled into new blocks added to the Blockchain,
the Bitcoin Network awards the miner solving such blocks with newly issued bitcoin and any transaction fees paid by bitcoin transaction
senders. This reward system is the method by which new bitcoins enter into circulation to the public. Over time, the size of the
fixed reward of new bitcoin decreases, and miners increasingly rely on transaction fees to compensate them for exerting computational
power in solving blocks.

 Each
block contains the details of some or all of the most recent transactions that are not memorialized in prior blocks, as well as
a record of the award of bitcoins to the miner who solved the new block. In order to add blocks to the Blockchain, a miner must
map an input data set (i.e., the Blockchain, plus a block of the most recent Bitcoin Network transactions and an arbitrary number
called a "nonce") to a desired output data set of a predetermined length (the "hash value") using the
SHA-256 cryptographic hash algorithm. Each unique block can only be solved and added to the Blockchain by one miner; therefore,
all individual miners and mining pools on the Bitcoin Network are engaged in a competitive process of constantly increasing their
computing power to improve their likelihood of solving for new blocks. As more miners join the Bitcoin Network and its processing
power increases, the Bitcoin Network adjusts the complexity of the block-solving equation to maintain a predetermined pace of
adding a new block to the Blockchain approximately every ten minutes.

 Mathematically
Controlled Supply

 The
method for creating new bitcoin is mathematically controlled in a manner so that the supply of bitcoin grows at a limited rate
pursuant to a pre-set schedule. The number of bitcoin awarded for solving a new block is automatically halved every 210,000 blocks.
Thus, the current fixed reward for solving a new block is 3.125 bitcoin per block; the reward halved in November 2012, July 2016,
May 2020, and April 2024. It is estimated to halve again in 2028. This deliberately controlled rate of bitcoin creation means
that the number of bitcoin in existence will never exceed twenty-one (21) million and that bitcoin cannot be devalued through
excessive production unless the Bitcoin Network's source code (and the underlying protocol for bitcoin issuance) is altered.
As of February 28, 2024, approximately 19.8 million bitcoin have been mined.

 Forms
of Attack Against the Bitcoin Network

 All
networked systems are vulnerable to various kinds of attacks. As with any computer network, the Bitcoin Network contains certain
flaws. For example, the Bitcoin Network is currently vulnerable to a "51% attack" where, if a mining pool were to
gain control of more than 50% of the hash rate for a digital asset, a malicious actor would be able to gain full control of the
network and the ability to manipulate the Blockchain.

 In
addition, many digital asset networks have been subjected to a number of denial of service attacks, which has led to temporary
delays in block creation and in the transfer of native tokens. Any similar attacks on the Bitcoin Network that impact the ability
to transfer bitcoin could have a material adverse effect on the price of bitcoin and the value of the Shares.

Market and Bitcoin Trading Platforms

 In
addition to using bitcoin to engage in transactions, investors may purchase and sell bitcoin to speculate as to the value of bitcoin
in the bitcoin market, or as a long-term investment to diversify their portfolio. The value of bitcoin within the market is determined,
in part, by the supply of and demand for bitcoin in the bitcoin market, market expectations for the adoption of bitcoin by individuals,
the number of merchants that accept bitcoin as a form of payment and the volume of private end-user-to-end-user transactions.

 The
most common means of determining a reference value is by surveying trading platforms where secondary markets for bitcoin exist.
The most prominent bitcoin trading platforms are often referred to as "exchanges," although they are not regulated
and do not report trade information in the same way as a national securities exchange. As such, there is some difference in the
form, transparency and reliability of trading data from bitcoin trading platforms. Generally speaking, bitcoin data is available
from these trading platforms with publicly disclosed valuations for each executed trade, measured by one or more fiat currencies
such as the U.S. dollar or Euro or another digital asset such as ether or tether. OTC dealers or market makers do not typically
disclose their trade data.

 Currently,
there are several digital asset trading platforms operating worldwide and trading platforms represent a substantial percentage
of bitcoin buying and selling activity and provide the most data with respect to prevailing valuations of bitcoin. A bitcoin trading
platform provides investors with a way to purchase and sell bitcoin, similar to stock exchanges like the New York Stock Exchange
or Nasdaq, which provide ways for investors to buy stocks and bonds in the so-called "secondary market." Unlike stock
exchanges regulated to monitor securities trading activity, bitcoin trading platforms are largely regulated as money services
businesses (or a foreign regulatory equivalent) that monitor against money laundering and other illicit financing. Bitcoin trading
platforms operate websites designed to permit investors to open accounts with the trading platform and then purchase and sell
bitcoin.

 Market
Participants

 Miners

 Miners
range from Bitcoin enthusiasts to professional mining operations that design and build dedicated machines and data centers, including
mining pools, which are groups of miners that act cohesively and combine their processing to solve blocks. When a pool solves
a new block, the pool operator receives the bitcoin and, after taking a nominal fee, distributes the resulting reward among the
pool participants. Mining pools may provide participants with access to smaller, but steadier and more frequent, bitcoin payouts.

and Speculative Sector

 This
sector includes the investment and trading activities of both private and professional investors and speculators. Historically,
larger financial services institutions are publicly reported to have limited involvement in investment and trading in digital
assets, although the participation landscape is beginning to change and large corporations, financial institutions and investment
firms are taking positions providing exposure to bitcoin and other digital assets.

 Retail
Sector

 The
retail sector includes users transacting in direct peer-to-peer Bitcoin transactions through the direct sending of bitcoin over
the Bitcoin Network. The retail sector also includes transactions in which consumers pay for goods or services from commercial
or service businesses through direct transactions or third-party service providers.

 Service
Sector

 This
sector includes companies that provide a variety of services including the buying, selling, payment processing and storing of
Bitcoin. As the Bitcoin Network continues to grow in acceptance, it is anticipated that service providers will expand the currently
available range of services and that additional parties will enter the service sector for the Bitcoin Network.

 Competition

 Thousands
of other digital assets have been developed since the inception of Bitcoin, currently considered the most developed digital asset
because of the length of time it has been in existence, the investment in the infrastructure that supports it, and the network
of individuals and entities that are using Bitcoin. Some industry groups are also creating private, permissioned Blockchains that
may or may not feature cryptocurrencies or other digital assets. In addition, private enterprises and governments are exploring
the use of stablecoins including central bank-backed digital currencies.

 Regulation
of Bitcoin

and other digital assets have increasingly attracted attention from U.S. and foreign regulators. Such regulatory attention has
included enforcement actions for violations of securities and commodities laws, as well as the release of regulatory guidance
explaining how existing regulatory regimes apply to digital assets, and orders approving certain digital asset-related products.
In more limited cases, new legislation or regulations have been proposed or adopted to govern the use of digital assets and their
networks.

 U.S.
federal and state agencies have been examining the operations of digital asset networks, digital asset users and digital asset
trading platforms, with particular focus on the extent to which digital assets can be used to launder the proceeds of illegal
activities or fund criminal or terrorist enterprises and the safety and soundness of trading platforms or other service-providers
that hold digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks
posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance
about the treatment of digital asset transactions or requirements for businesses engaged in digital asset activity.

 On-going
and future regulatory actions may alter, perhaps to a materially adverse extent, the nature of an investment in the Shares or
the ability of the Trust to continue to operate. Additionally, U.S. state and federal, and foreign regulators and legislatures
have taken action against digital asset businesses or enacted restrictive regimes in response to adverse publicity arising from
hacks, consumer harm, or criminal activity stemming from digital asset activity.

 Various
U.S. federal and state and foreign jurisdictions have adopted, and may continue in the near future to adopt, laws, regulations
or directives that affect the Bitcoin Network, the bitcoin markets, and their users, particularly digital asset trading platforms
and service providers that fall within such jurisdictions' regulatory scope. There remains significant uncertainty regarding
the U.S. and foreign government and quasi-governmental regulatory actions with respect to digital assets and digital asset exchanges.
Foreign laws, regulations or directives may conflict with those of the U.S. and may negatively impact the acceptance of bitcoin
by users, merchants and service providers and may therefore impede the growth or sustainability of the Bitcoin economy in the
European Union, China, South Korea, India and the U.S. and globally, or otherwise negatively affect the value of bitcoin.

 The
effect of any future regulatory change on the Trust or Bitcoin is impossible to predict, but such change could be substantial
and adverse to the Trust and the value of the Shares.

Value

 The
value of bitcoin is determined by the value that various market participants place on bitcoin through their transactions. The
most common means of determining the value of a bitcoin is by surveying one or more bitcoin exchanges where bitcoin is traded
publicly and transparently.

 On
exchanges, bitcoin is traded with publicly disclosed valuations for each executed trade, measured by one or more fiat currencies
such as the U.S. dollar or Euro. OTC dealers or market makers do not typically disclose their trade data.

 From
time to time, there may be intra-day price fluctuations across bitcoin exchanges. However, they are generally relatively immaterial.
These variances usually stem from small changes in the fee structures on different bitcoin exchanges or differences in administrative
procedures required to deposit and withdraw fiat currency in exchange for Bitcoins and vice versa. The greatest variances are
found at (i) smaller exchanges with relatively low transaction volumes where even small trades can be large relative to an exchange's
transaction volume and as a result impact the trading price on those exchanges and (ii) exchanges that are inaccessible to the
Trust because they do not meet the Trust's regulatory requirements, and as a result are accessed and used by a captured
market or by parties that do not have regulatory or compliance requirements.

 Custody
of the Trust's Assets

 The
Custodians custody all of the Trust's bitcoin, other than that which may be maintained in a trading account (the "Trading
Account") with the Prime Broker in accounts that are required to be segregated from the assets held by the Custodians as
principal and the assets of its other customers (the "Vault Accounts").

 A
portion of the Trust's bitcoin holdings and cash holdings from time to time may be held with the Prime Broker in the Trading
Account in connection with creations and redemptions of Baskets utilizing the Prime Broker as Bitcoin Trading Counterparty and
any sales of bitcoin to pay the Sponsor's Fee and Trust expenses not assumed by the Sponsor. Within the Trust's Trading
Account, the Prime Broker Agreement provides that the Trust does not have an identifiable claim to any particular bitcoin (and
cash). Instead, the Trust's Trading Account represents an entitlement to a pro rata share of the bitcoin (and cash) the
Prime Broker holds on behalf of customers who hold similar entitlements against the Prime Broker. In this way, the Trust's
Trading Account represents an omnibus claim on the Prime Broker's bitcoins (and cash) held on behalf of the Prime Broker's
customers. Generally, the Trust will only hold bitcoin in the Trading Account to the extent the Sponsor reasonably expects is
necessary in connection with the redemption of Shares by Authorized Participants or necessary to pay the Trust's expenses.

 Other
than the bitcoin held with the Prime Broker in the Trading Account, the Sponsor will allocate the Trust's bitcoin between
Vault Accounts at the Custodians. In determining the amount and percentage of the Trust's bitcoin to allocate to each Vault
Account, the Sponsor will consider (i) the concentration of the Trust's bitcoin at each Custodian, (ii) the Sponsor's
assessment of the safety and security policies and procedures of each Custodian, (iii) the insurance policies of each Custodian,
(iv) the fees and expenses associated with the storage of the Trust's bitcoin at each Custodian, (v) the fees and expenses
associated with the transfer to or from the Vault Account at each Custodian, and (vi) any other factor the Sponsor deems relevant
in making the allocation determination. The Sponsor does not intend to disclose the amount or percentage of the Trust's
bitcoin held at the Coinbase Custodian, BitGo or Komainu, and the Sponsor may change the allocation between the Custodians at
any time and without notice to Shareholders. The fees and expenses associated with the transfer of bitcoin between the Vault Accounts
at each Custodian will be borne by the Sponsor, not the Trust or the Shareholders. Any transfer of bitcoin between the Vault Accounts
at each Custodian will occur "on-chain" over the Bitcoin Network. On-chain transactions are subject to all of the
risks of the Bitcoin Network, including the risk that transactions will be made erroneously and are generally irreversible.

 Purchases
and Sales of Bitcoin

 Because
the Trust will conduct creations and redemptions of Shares for cash, it will be responsible for purchasing and selling bitcoin
in connection with those creation and redemption orders. The Trust may also be required to sell bitcoin to pay certain extraordinary,
non-recurring expenses that are not assumed by the Sponsor.

 The
Sponsor, on behalf of the Trust, is responsible for acquiring bitcoin from a bitcoin trading counterparty that has been approved
by the Sponsor (each, a "Bitcoin Trading Counterparty"). The Prime Broker was the Trust's initial Bitcoin Trading
Counterparty. The Bitcoin Trading Counterparties with which the Sponsor engage in bitcoin transactions are unaffiliated third
parties and all transactions are done on an arm's-length basis.

 The
Sponsor, on behalf of the Trust, may engage additional Bitcoin Trading Counterparties at any time. As of February 28, 2025, the
Bitcoin Trading Counterparties approved by the Sponsor are BitGo Prime LLC, Coinbase Inc., Cumberland DRW LLC, JSCT LLC, and Payward
Inc. dba Kraken.

 Use
of the CME CF Bitcoin Reference Rate – New York Variant

 The
Trust will determine the Bitcoin Index Price and value its Shares daily based on the value of bitcoin as reflected by the Index.
The Index is calculated daily and aggregates the notional value of bitcoin trading activity across major bitcoin spot exchanges.
The Index currently uses substantially the same methodology as the CME CF Bitcoin Reference Rate ("BRR"), including
utilizing the same constituent bitcoin exchanges, which is the underlying rate to determine the settlement of CME bitcoin futures
contracts, except that the Index is calculated as of 4:00 p.m. ET, whereas the BRR is calculated as of 4:00 p.m. London time.
The Index is designed based on the IOSCO Principals for Financial Benchmarks. The administrator of the Index is CF Benchmarks
Ltd. (the "Benchmark Administrator"). The Trust also uses the Bitcoin Index Price to calculate its "Bitcoin
Holdings," which is the aggregate U.S. dollar value of bitcoins in the Trust, based on the Bitcoin Index Price, less its
liabilities and expenses. "Bitcoin Holdings per Share" is calculated by dividing Bitcoin Holdings by the number of
Shares currently outstanding. Bitcoin Holdings and Bitcoin Holdings per Share are not measures calculated in accordance with US
Generally Accepted Accounting Principles ("US GAAP"). Bitcoin Holdings is not intended to be a substitute for the
Trust's NAV calculated in accordance with US GAAP, and Bitcoin Holdings per Share is not intended to be a substitute for
the Trust's NAV per Share calculated in accordance with US GAAP.

 The
Index was created to facilitate financial products based on bitcoin. It serves as a once-a-day benchmark rate of the U.S. dollar
price of bitcoin (BTC-USD), calculated as of 4 p.m. ET. The Index, which has been calculated and published since February 28,
2022, aggregates the trade flow of several bitcoin exchanges, during an observation window between 3:00 p.m. and 4:00 p.m. ET
into the U.S. dollar price of one bitcoin at 4:00 p.m. ET. Specifically, the Index is calculated based on the "Relevant
Transactions" (as defined below) of all of its constituent bitcoin exchanges as follows:

 All
 Relevant Transactions are added to a joint list, recording the time of execution, trade
 price and size for each transaction.

 The
 list is partitioned by timestamp into 12 equally sized time intervals of five (5) minutes'
 length.

 For
 each partition separately, the volume-weighted median trade price is calculated from
 the trade prices and sizes of all Relevant Transactions, i.e., across all Constituent
 Platforms. A volume-weighted median differs from a standard median in that a weighting
 factor, in this case trade size, is factored into the calculation.

 The
 Index is then determined by the equally weighted average of the volume medians of all
 partitions.

 The
Index does not include any futures prices in its methodology. A "Relevant Transaction" is any cryptocurrency versus
U.S. dollar spot trade that occurs during the observation window between 3:00 p.m. and 4:00 p.m. ET on a constituent bitcoin exchange
in the BTC-USD pair that is reported and disseminated by a constituent bitcoin exchange through its publicly available API and
observed by the Benchmark Administrator. An oversight function is implemented by the Benchmark Administrator in seeking to ensure
that the Index is administered through the Benchmark Administrator's codified policies for Index integrity.

 The
Index methodology and constituent digital asset trading platforms may be changed from time to time at the discretion of the Index
Provider without Shareholder approval. For example, if the Index Provider determines that there have been material efforts to
manipulate the price of bitcoin on a constituent digital asset trading platform or that the data feeds from such trading platform
are unreliable, the Index Provider may remove such trading platform for the Index methodology. To the extent that such changes
to the methodology result in a more limited set of constituent digital asset trading platforms, there is an increased risk that
the price of bitcoin used in Trust's calculation of NAV would deviate from the price quoted on digital asset trading platforms
not included within the Index methodology. Shareholders will be notified of changes to the Index methodology only if the Sponsor
determines that such changes are material with respect to an investment decision regarding the Shares. Once it has actual knowledge
of material changes to the Index methodology, the Trust will notify Shareholders in a prospectus supplement and/or a current report
on Form 8-K or in its annual or quarterly reports.

 Calculation
of NAV

 General

 The
Shares are valued on a daily basis as of 4:00 p.m. ET. The value of bitcoin held by the Trust is determined based on the fair
market value price for bitcoin determined by the Benchmark Administrator.

 The
Trust's NAV is calculated by:

 taking
 the current market value of its bitcoin (determined as set forth below) and any other;
 and assets;

 subtracting
 any liabilities (including accrued by unpaid expenses).

 The
Trust's NAV per Share is calculated by taking the Trust's NAV and dividing it by the total amount of Shares outstanding.

 The
Trust uses the Index to calculate a per-bitcoin value in U.S. dollars (the "Bitcoin Index Price"). The bitcoin held
by the Trust will typically be valued based on the Bitcoin Index Price. The Administrator calculates the NAV of the Trust once
each business day. The end-of-day bitcoin price is calculated using the Bitcoin Index Price as of 4:00 p.m. ET. However, NAVs
are not officially struck until later in the day (often by 5:30 p.m. ET and almost always by 8:00 p.m. ET). The pause after 4:00
p.m. ET provides an opportunity for the Sponsor to detect, flag, investigate, and correct unusual pricing should it occur. If
the Sponsor determines in good faith that the Index does not reflect an accurate bitcoin price, then the Sponsor will instruct
the Benchmark Administrator to employ an alternative method to determine the fair value of the Trust's assets. The CME CF
Bitcoin Reference Rate - New York Variant shall constitute the Index, but if the Index is not available or the Sponsor at its
sole discretion determines the Index is unreliable (together a "Fair Value Event"), the Trust's holdings may
be fair valued in accordance with the fair value policies approved by the Sponsor.

 A
Fair Value Event value determination will be based on all available factors that the Sponsor deems relevant at the time of the
determination, and may be based on analytical values determined by the Sponsor using third-party valuation models.

 Fair
value policies approved by the Sponsor will seek to determine the fair value price that the Trust might reasonably expect to receive
from the current sale of that asset or liability in an arm's-length transaction on the date on which the asset or liability
is being valued. In the instance of a Fair Value Event, the price set by the Trust's principal market as of 4:00 p.m. ET,
on the valuation date would be utilized. In the event the principal market price is not available or the Sponsor at its sole discretion
determines the principal market valuation is unreliable the Sponsor will use its best judgement to determine a good faith estimate
of fair value.

 The
bitcoin markets are generally open on days when U.S. markets are closed, which means that the value of the bitcoin owned by the
Trust could change on days when Shares cannot be bought or sold.

 Expenses

 Expenses
to Be Paid by the Sponsor

 The
Sponsor has agreed to assume the following fees and expenses incurred by the Trust (in each case as defined in the Trust Agreement):
the Marketing Fee, the Administrator Fee, the Custodian Fee, the Cash Custodian Fee, the Prime Broker Fee, the Transfer Agent
Fee, the Trustee's fee, applicable license fees, including the licensing fees related to the Index License Agreement, fees
and expenses related to public trading of the Shares on Nasdaq (including marketing, legal and audit fees and expenses), ordinary
legal expenses, audit fees, regulatory fees, including any fees relating to the registration of the Shares with the SEC, printing
and mailing costs and costs of maintaining the Trust's website (the "Sponsor-paid Expenses"). There is no cap
on the amount of Sponsor-paid Expenses. At the Sponsor's sole discretion, all or any portion of a Sponsor-paid Expense may
be redesignated as an Additional Trust Expense. The Sponsor will provide Shareholders with notice of any such redesignation in
a prospectus supplement and/or through a current report on Form 8-K or in the Trust's annual or quarterly reports.

 Extraordinary
and Other Expenses

 In
certain extraordinary circumstances, the Trust may pay expenses in addition to the Sponsor's Fee, including, but not limited
to, any expenses of the Trust that are not assumed by the Sponsor, taxes and governmental charges, expenses and costs of any extraordinary
services performed by the Sponsor (or any other Service Provider) on behalf of the Trust, indemnification expenses of the Custodians,
Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses (collectively,
"Additional Trust Expenses"). If the Trust incurs any Additional Trust Expenses, the Sponsor or its delegate will
cause the Trust (or its delegate) to convert bitcoin into U.S. dollars at the price available through the Prime Broker's
Coinbase Prime service (less applicable trading fees) through the Trading Platform which the Sponsor is able to obtain using commercially
reasonable efforts. The number of bitcoins represented by a Share will decline each time the Trust pays Additional Trust Expenses
by transferring or selling bitcoins. Although the Sponsor cannot definitively state the frequency or magnitude of the Additional
Trust Expenses, the Sponsor expects that they may occur infrequently, if at all.

 Description
of Creation and Redemption of Shares

 The
Trust creates and redeems Shares from time to time, but only in one or more Baskets. Baskets are only made in exchange for delivery
to the Trust or the distribution by the Trust of the amount of cash represented by the Baskets being created or redeemed (the
"Basket Deposit"). The amount of cash required in a Basket Deposit (the "Basket Cash Deposit") is based
on the quantity or value of the quantity, as applicable, of bitcoin and cash attributable to each Share of the Trust (net of accrued
but unpaid Sponsor's Fees and any accrued but unpaid Extraordinary Expenses) being created or redeemed determined as of
4:00 p.m. ET on the day the order to create or redeem Baskets is properly received.

 Baskets
are only made in exchange for delivery to the Trust or the distribution by the Trust of the amount of cash represented by the
Shares being created or redeemed, the amount of which is based on the value of the bitcoin attributable to each Share of the Trust
(net of accrued but unpaid Sponsor's Fees and any accrued but unpaid expenses or liabilities) being created or redeemed
determined as of 4:00 p.m. ET on the day the order to create or redeem Baskets is properly received. The Trust will engage in
bitcoin transactions for converting cash into bitcoin (in association with purchase orders) and bitcoin into cash (in association
with redemption orders). The Trust will conduct its bitcoin purchase and sale transactions as described above under the heading
"Purchases and Sales of Bitcoin."

 Authorized
Participants are the only persons that may place orders to create and redeem Baskets. Authorized Participants must be (1) registered
broker-dealers or other securities market participants, such as banks or other financial institutions, that are not required to
register as broker-dealers to engage in securities transactions as described below, and (2) DTC Participants. To become an Authorized
Participant, a person must enter into an Authorized Participant Agreement. The Authorized Participant Agreement provides the procedures
for the creation and redemption of Shares and for the delivery of the cash required for such creation and redemptions. The Authorized
Participant Agreement and the related procedures attached thereto may be amended by the Trust and the Sponsor, without the consent
of any Shareholder or Authorized Participant. Authorized Participants pay the Transfer Agent a fee for each order they place to
create or redeem one or more Baskets (the "Transfer Agent Fee"). In addition, an Authorized Participant is responsible
for any operational processing and brokerage costs, transfer fees, financing fees, network fees and stamp taxes incurred in connection
with the satisfaction of any creation or redemption orders (the "Execution Charges," and collectively with the Transfer
Agent Fee, the "Transaction Fees"). The Transaction Fees may be reduced, increased or otherwise changed by the Sponsor.
Authorized Participants (or their designees) who make deposits of cash with the Trust in exchange for Shares receive no fees,
commissions or other form of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person will
have any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares. The Authorized Participants
deliver only cash to create Shares and receive only cash when redeeming Shares. Further, Authorized Participants do not directly
or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or redemption process or otherwise direct the
Trust or a third party with respect to purchasing, holding, delivering, or receiving bitcoin as part of the creation or redemption
process.

 Certain
Authorized Participants are expected to be capable of participating directly in the spot bitcoin markets. Some Authorized Participants
or their affiliates may from time to time buy or sell bitcoin and may profit in these instances. To the extent that the activities
of Authorized Participants have a meaningful effect on the bitcoin market, it could affect the price of bitcoin and impact the
ability of the Authorized Participants to effectively arbitrage the difference between the price at which the shares trade and
the net asset value of the Trust. While the Sponsor currently expects that Authorized Participants' direct activities in
the bitcoin or securities markets in connection with the creation and redemption activities of the Trust will not significantly
affect the price of bitcoin or the Shares, the impact of the activities of the Trust and its Authorized Participants on bitcoin
or securities markets is unknown and beyond the control of the Sponsor.

 Each
Authorized Participant is required to be registered as a broker-dealer under the Exchange Act and a member in good standing with
FINRA or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and is qualified
to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized
Participants may also be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own
set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory
regime.

 The
following description of the procedures for the creation and redemption of Baskets is only a summary and a Shareholder should
refer to the relevant provisions of the Trust Agreement and the form of Authorized Participant Agreement for more detail. The
Trust Agreement and the form of Authorized Participant Agreement are filed as exhibits to this Annual Report.

 Creation
Procedures

 On
any business day, an Authorized Participant may place an order with the Transfer Agent to create one or more Baskets. Purchase
orders must be placed by 2:00 p.m. ET or the close of regular trading on the Exchange, whichever is earlier. The day on which
a valid order is received by the Transfer Agent is considered the "Purchase Order Date."

 The
manner by which creations are made is dictated by the terms of the Authorized Participant Agreement. Creation orders are denominated
and settled in cash ("Cash Creation Order"). By placing a Cash Creation Order, an Authorized Participant agrees to
facilitate the deposit of cash with the Cash Custodian. In either case, if an Authorized Participant fails to consummate the foregoing,
the order will be cancelled or delayed until the full cash deposit has been received. An Authorized Participant may not withdraw
a creation order without the prior consent of the Sponsor at its discretion.

 Following
an Authorized Participant's Cash Creation Order, the settlement of both the cash amount required to purchase the Shares
and the number of Shares created will be credited to the Trust and Authorized Participant, respectively, by the end of the following
business day or such later time as may be agreed upon by the Authorized Participant and the Sponsor following the Purchase Order
Date. The settlement of cash and Shares occurs trough net settlement between the Trust's and Authorized Participant's
DTC account.

 To
the extent not held to facilitate redemption orders or pay the Trust's expenses, the Sponsor will use cash proceeds received
in connection with Cash Creation Orders to purchase bitcoin and deposit it in the Vault Accounts with the Custodians. Bitcoin
held in the Vault Accounts is the property of the Trust and is only transferred outside the Vault Accounts or sold in connection
with creation and redemption transactions or to pay the Trust's expenses and liabilities. The Trust's bitcoin are
not leased, loaned or used as collateral for any loan, margin, rehypothecation or similar activities. Expenses related to the
acquisition of bitcoin in connection with a creation order and transfer of acquired bitcoin to the Vault Accounts are not the
responsibility of the Trust.

 Determination
of Required Deposits

 The
quantity of cash required to create each Basket Deposit changes from day to day. On each day that the Exchange is open for regular
trading, the Administrator adjusts the quantity of cash constituting the Basket Deposit as appropriate to reflect the value of
the Trust's bitcoin and cash less accrued expenses. The computation is made by the Administrator as promptly as practicable
after 4:00 p.m. ET or at a later time set forth in the Authorized Participant Agreement or otherwise provided to all Authorized
Participants on the date such order is placed in order for the creation of Baskets to be effected based on the NAV of Shares as
next determined on such date after receipt of the order in proper form.

 To
the extent there is a difference between the price actually paid by the Trust to acquire a Basket worth of bitcoin in the creation
process compared to the cash value of the Basket (i.e., if there is a difference between the amount paid by the Trust to purchase
the requisite amount of bitcoin and the valuation of bitcoin as part of the Trust's NAV calculation), that difference will
also be charged to the creating Authorized Participant.

 The
Basket Deposit is an amount of cash that is in the same proportion to the total assets of the Trust, net of accrued expenses and
other liabilities, on the Purchase Order Date, as the number of Shares constituting a Basket is in proportion to the total number
of Shares outstanding on the Purchase Order Date, plus the amount of any Transaction Fees. The Authorized Participant is responsible
for all expenses related to the acquisition of bitcoin in connection with a creation order. For a discussion of how the Trust
determines the value of bitcoin, see "Calculation of NAV" above. The Basket Deposit so determined is communicated
via electronic mail message to all Authorized Participants.

 Redemption
Procedures

 The
procedures by which an Authorized Participant can redeem one or more Baskets mirror the procedures for the creation of Baskets.
On any business day, an Authorized Participant may place an order with the Transfer Agent to redeem one or more Baskets. Redemption
orders must be placed by the close of Regular Trading Hours on the Exchange or an earlier time as determined and communicated
by the Sponsor and its agent. A redemption order will be effective on the date it is received by the Transfer Agent ("Redemption
Order Date").

 In
the case of a redemption order for cash ("Cash Redemption Order"), the settlement of both the cash amount required
to redeem the Shares and the number of Shares redeemed will be credited to the Authorized Participant and Trust, respectively,
by the end of the following business day or such later time as may be agreed upon by the Authorized Participant and the Sponsor
following the Redemption Order Date. The settlement of cash and Shares occurs through net settlement between the Trust's
and Authorized Participant's DTC account.

 By
placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC's book-entry
system to the Trust by the end of the following business day or such later time as may be agreed upon by the Authorized Participant
and the Sponsor following the Redemption Order Date. An Authorized Participant may not withdraw a redemption order without the
prior consent of the Sponsor at its discretion.

 Determination
of Redemption Distribution

 The
redemption distribution from the Trust will consist of a transfer to the redeeming Authorized Participant or its designee of an
amount of cash that is determined in the same manner as the determination of Basket Deposits discussed above. The Authorized Participant
is responsible for all expenses related to the sale of bitcoin in connection with a redemption order.

 U.S.
Federal Income Tax Consequences

 The
Sponsor intends to take the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes.
Assuming that the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is
a grantor trust, each beneficial owner of Shares is treated as directly owning its pro rata share of the Trust's
assets and a pro rata portion of the Trust's income, gain, losses and deductions will "flow through"
to each beneficial owner of Shares. If the Trust sells bitcoin (for example, to pay fees or expenses), such a sale is a taxable
event to Shareholders. Upon a Shareholder's sale of its Shares, the Shareholder will be treated as having sold the pro rata
share of the bitcoin held in the Trust at the time of the sale and may recognize gain or loss on such sale.

 Item
1A. Risk Factors.

 As
a smaller reporting company, the Trust is not required to provide the information required by this item.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 Cybersecurity

 Overview

 The
Sponsor has adopted an organizational wide cybersecurity program. The program is administered by the Head of IT of the Sponsor
(the "Head of IT"). The Sponsor's objective, in the development and implementation of this comprehensive cybersecurity
program, is to create effective administrative, technical, and physical safeguards for the protection of personal information
of the organization and its clients.

 Program
Details

 The
Sponsor has designated the Head of IT to implement and maintain the cybersecurity program. The Head of IT may delegate any of
the Head of IT's responsibilities to appropriate designees as long as the Head of IT remains primarily responsible for compliance
oversight and administration. The Head of IT will is responsible for:

 1.
 Initial
 implementation of the cybersecurity program;

 2.
 Ongoing
 employee education;

 3.
 Regular
 testing of the cybersecurity program's safeguards;

 4.
 Evaluating
 the ability of each of our third party service providers to implement and maintain appropriate
 security measures for the personal information to which we have permitted them access,
 and requiring such third party service providers by contract to implement and maintain
 appropriate security measures.

 5.
 Reviewing
 the scope of the security measures in the cybersecurity program at least annually, or
 whenever there is a material change in our business practices that may implicate the
 security or integrity of records containing personal information.

 Identification
of Risks and Cybersecurity Governance

 To
combat internal risks to the security, confidentiality, and/or integrity of any electronic records containing personal information,
and evaluating and improving, where necessary, the effectiveness of the current safeguards for limiting such risks, the Sponsor
has identified the following risks that are present to its business as well as procedures to help mitigate those risks:

 Internal
Threats

 1.
 There
 must be communication to employees on the detailed provisions of the cybersecurity program
 at onboarding and annually.

 2.
 Access
 to records containing client's personal information shall be limited to those persons
 who are reasonably required to know such information.

 3.
 All
 security measures shall be reviewed at least annually, or whenever there is a material
 change in our business practices that may reasonably implicate the security or integrity
 of records containing personal information.

 4.
 Terminated
 employees must return all records containing personal information, in any form, that
 may at the time of such termination be in the former employee's possession.

 5.
 A
 terminated employee's physical and electronic access to personal information must
 be immediately blocked. Such terminated employee shall be required to surrender all keys,
 IDs or access codes or badges, business cards, and the like, that permit access to the
 firm's premises or information. Moreover, such terminated employee's remote
 electronic access to personal information must be disabled; his/her voicemail access,
 e-mail access, internet access, and passwords must be invalidated.

 6.
 Current
 employees' user ID's and passwords must be managed in accordance to the Sponsor's
 password policy.

 7.
 Employees
 are encouraged to report any suspicious or unauthorized use of customer information.

 8.
 Employees
 are prohibited from keeping open files containing personal information on their computer
 screen when they are not at their desks. Employees are responsible for locking computer
 screen when away from workspace.

 9.
 Employees
must not share login information with co-workers.

 External
Threats

 1.
 The
 Sponsor will maintain reasonably up-to-date firewall protection (if applicable) and operating
 system security patches, reasonably designed to maintain the integrity of the personal
 information, installed on systems processing personal information.

 2.
 The
 Sponsor will maintain reasonably up-to-date versions of system security agent software
 which must include malware protection and reasonably up-to-date patches and virus definitions,
 installed on systems processing personal information.

 3.
 To
 the extent technically feasible, personal information stored on portable devices, such
 as laptops or tablets, must be password protected, as must all records and files transmitted
 across public networks or wirelessly, to the extent technically feasible.

 4.
 All
 computer systems must be monitored for unauthorized use of or access to personal information.

 Risks
Associated with Remote Client Access and Funds Transfer Requests

 Currently,
the Sponsor does not provide its clients with online account access nor does process funds transfer requests. If the firm's
business changes to allow for remote client access and funds transfer requests, the Sponsor will update the cybersecurity program
accordingly by identifying the potential risks involved and implementing the appropriate safeguards to protect the client's
personal information.

 Risks
Associated with Vendors and Other Third Parties

 The
Sponsor periodically conducts risk assessments with vendors and other third parties that have access to the Firm's networks,
customer data, and other sensitive information.

 Detection
of Unauthorized Activity

 Employees
who believe their terminal or computer systems have been subjected to unauthorized activity, or has otherwise been improperly
accessed or used, are required to report the situation to the Head of IT immediately to determine the course of action.

 The
Sponsor takes the issue of security seriously. Firm employees who use the technology and information resources of the firm must
be aware that they can be disciplined if they violate this policy. Upon violation of this policy, an employee may be subject to
discipline up to and including discharge. The specific discipline imposed will be determined by a case-by-case basis, taking into
consideration the nature and severity of the violation of the cybersecurity program, prior violations of the policy committed
by the individual, state and federal laws and all other relevant information.

 In
a case where the accused person is not a firm employee, the matter shall be submitted to the Head of IT. The Head of IT may refer
the information to law enforcement agencies and/or prosecutors for consideration as to whether criminal charges should be filed
against the alleged violator(s).

 Updates
to the Cybersecurity Program

 The
Head of IT reviews the cybersecurity program on a periodic basis and updates the program based on changes in the firm's
business, effectiveness of the safeguards, and any additional risk factors that become present. The Head of IT will inform management
of the results of the reviews and any recommendations for improved security arising out of the reviews.

 Furthermore,
if an incident occurs that is determined to be in violation of the cybersecurity program, there shall be an immediate mandatory
post-incident review of events and actions taken, if any, with a view to determining whether any changes in our security practices
are required to improve the security of personal information for which the Firm is responsible.

 Item
2. Properties.

 Not

 Item
3. Legal Proceedings.

 None.

 Item
4. Mine Safety Disclosures.

 Not

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 The
Shares of the Trust are listed in the accompanying table. The date the Shares of the Trust began trading, their symbols and their
primary listing exchange are indicated below:

 Trust

 Commencement
 of Operations

 Ticker
 Symbol

 Name
 of each exchange on which registered

 January
 11, 2024

 BRRR

 The
 Nasdaq Stock Market, LLC

 As
of February 28, 2025, there were approximately 67 DTC participating Shareholders of record of the Trust. Because most of the Trust's
Shares are held by brokers and other institutions on behalf of Shareholders, we are unable to estimate the total number of Shareholders
represented by these record holders.

 a)
 On January 10, 2024, Valkyrie Funds LLC, then an affiliate of the Initial Sponsor, purchased 40,000 Share at a per-Share price
of $13.00 (the "Seed Shares") in a transaction exempt from registration under Section 4(a)(2) of the 1933 Act. Delivery
of the Seed Shares was made on January 11, 2024. Total proceeds to the Trust from the sale of the Seed Share was $520,000.

 b) Not

 c)
 In connection with redemptions of baskets held by an Authorized Participant, BRRR redeemed 465 baskets (comprising 2,325,000
Shares) during the three months ended December 31, 2024 at an average price per Share of $25.14. The following table provides
information about BRRR's redemptions by Authorized Participants during the three months ended December 31, 2024:

 Calendar Month

 Number
 of Shares
 Redeemed

 Average
 Price
 Paid per
 Share

 October 2024

 $
 —

 November 2024

 750,000

 21.17

 December 2024

 1,575,000

 27.04

 Total

 2,325,000

 $
 25.14

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified
in its entirety by reference to, our audited financial statements and related notes included elsewhere in this Annual Report,
which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").
The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results
could differ materially from those discussed in these forward-looking statements.

 Overview
of the Trust

 The
business and operations of the Trust are described above under Part I, Item I under the heading "Business", which
is incorporated into this Item by reference.

Objectives and Principal Investment Strategies

Objectives

 The
investment objective of the Trust is for the Shares to reflect the performance of the value of a bitcoin as represented by the
CME CF Bitcoin Reference Rate – New York Variant (the "Index"), less the Trust's liabilities and expenses.

Investment Strategies

 In
seeking to achieve its investment objective, the Trust holds bitcoin and values its Shares daily based on the value of bitcoin
as reflected by the Index, which is an independently calculated value based on an aggregation of executed trade flow of major
bitcoin spot exchanges. The Sponsor is authorized under the Trust Agreement to substitute an alternative index, reference rate,
or other methodology for valuing bitcoin for the Index for purposes of the Trust's investment objective and valuation policies
at its sole discretion and without Shareholder approval. The Shares are designed to provide investors with a cost-effective and
convenient way to invest in bitcoin.

 Valuation
of Bitcoin; Use of the CME CF Bitcoin Reference Rate – New York Variant

 On
each day other than a Saturday or a Sunday, or a day on which Nasdaq is closed for regular trading (a "Business Day"),
as soon as practicable after 4:00 p.m. ET, the Trust evaluates the bitcoin held by the Trust as reflected by the CME CF Bitcoin
Reference Rate – New York Variant for the Bitcoin – U.S. Dollar trading pair (the "CF Benchmarks Index")
and determines the net asset value of the Trust and the net asset value per Share ("NAV").

 CF
Benchmarks Index is calculated as of 4:00 p.m. ET. The CF Benchmarks Index is designed based on the IOSCO Principles for Financial
Benchmarks and is a Registered Benchmark under UK Benchmark Regulations ("BMR"). The administrator of the CF Benchmarks
Index is CF Benchmarks Ltd. (the "Index Administrator") a UK incorporated company, authorized and regulated by the
Financial Conduct Authority ("FCA") of the UK as a Benchmark Administrator, under UK BMR.

 Results
of Operations for the Year Ended December 31, 2024

 The
Trust's net asset value increased from $0 at December 31, 2023, to $826,115,990 at December 31, 2024. The change in the
Trust's net assets resulted from an increase in outstanding Shares, which grew from 0 at December 31, 2023, to 31,260,000
at December 31, 2024, as a result of 36,635,000 Shares (7,327 Baskets) being created and 5,373,000 Shares (1,075 Baskets) being
redeemed during the year, and an increase in the value of bitcoin, which appreciated 103.7% from $45,853 at January
10, 2024 (the initial share purchase date) to $93,381 at December 31, 2024.

 The
net asset value per Share increased 103.3% from $13.00 at January 10, 2024 (the initial
share purchase date) to $26.43 at December 31, 2024.

 The
net asset value per Share of $30.15 at December 17, 2024 was the highest during the quarter, compared with a low of $11.12 at
January 23, 2024.

 The
increase in net assets from operations for the year ended December 31, 2024 was $306,959,179, resulting from an increase in unrealized
gain on the Trust's bitcoin investment of $262,849,955, realized gains on the disposition of bitcoin of $45,222,195, and
Sponsor Fees incurred of $1,112,971.

 Cash
Resources and Liquidity

 The
Trust does not hold a cash balance except in connection with the creation and redemption of Baskets or to pay expenses not assumed
by the Sponsor. To the extent the Trust does not have available cash to facilitate redemptions or pay expenses not assumed by
the Sponsor, the Trust will sell bitcoin. When selling bitcoin on behalf of the Trust, the Sponsor endeavors to minimize the Trust's
holdings of assets other than bitcoin. As a consequence, the Sponsor expects that the Trust will have an immaterial amount of
cash flow from its operations and that its cash balance will be insignificant at the end of each reporting period. The Trust's
only sources of cash are proceeds from the sale of Baskets and bitcoin.

 In
exchange for the Sponsor Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. The Sponsor Fee accrues
at an annual rate of 0.25% of the Trust's Bitcoin Holdings. As a result, the only ordinary expense of the Trust is the Sponsor
Fee. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes
to its liquidity needs.

 Off
Balance Sheet Arrangements and Contractual Obligations

 The
Trust has not used, nor does it expect to use in the future, special purpose entities to facilitate off balance sheet financing
arrangements and have no loan guarantee arrangements or off balance sheet arrangements of any kind other than agreements entered
into in the normal course of business, which may include indemnification provisions related to certain risks service providers
undertake in performing services for the Trust. While the Trust's exposure under such indemnification provisions cannot
be estimated, these general business indemnifications are not expected to have a material impact on a Trust's financial
position.

 Sponsor
Fee payments made to the Sponsor are calculated as a fixed percentage of the Trust's Bitcoin Holdings. As such, the Sponsor
cannot anticipate the payment amounts that will be required under these arrangements for future periods as the Trust's net
assets are not known until a future date.

 Critical
Accounting Policies

Market and Fair Value Determination

 The
Trust's periodic financial statements may not utilize the net asset value of the Trust determined by reference to the Index
to the extent the methodology used to calculate the Index is deemed not to be consistent with GAAP. The Trust's periodic
financial statements will be prepared in accordance with the Financial Accounting Standards Board ("FASB") Accounting
Standards Codification Topic 820, "Fair Value Measurements and Disclosures" ("ASC Topic 820") and utilize
an exchange-traded price from the Trust's principal market for bitcoin on the Trust's financial statement measurement
date. Under US GAAP, such a price is expected to be deemed a Level 1 input in accordance with the ASC Topic 820 because it is
expected to be a quoted price in active markets for identical assets or liabilities. The Sponsor will determine at its sole discretion
the valuation sources and policies used to prepare the Trust's financial statements in accordance with US GAAP.

 To
determine which market is the Trust's principal market (or in the absence of a principal market, the most advantageous market)
for purposes of calculating the Trust's financial statements, the Trust follows ASC 820-10, which outlines the application
of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for bitcoin in a current sale,
which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume
that bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous
market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent,
knowledgeable, and willing and able to transact. The Trust may transact through digital asset brokers or dealers, in multiple
markets, and its application of ASC 820-10 reflects this fact. The Trust anticipates that, while multiple venues and types of
markets will be available to the digital asset brokers or dealers from whom the Sponsor acquires or disposes of the Trust's
bitcoin, the principal market in each scenario is determined by looking at the market-based level of volume and bitcoin trading
activity. Digital asset brokers or dealers may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets
and Exchange Markets (each as defined in the FASB ASC Master Glossary). Based on information reasonably available to the Trust,
Exchange Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Exchange
Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market.
As a result of the aforementioned analysis, an Exchange Market has been selected as the Trust's principal market. The Trust
determines its principal market (or in the absence of a principal market the most advantageous market) on a quarterly basis to
determine which market is its Principal Market for the purpose of calculating fair value for the creation of quarterly and annual
financial statements.

 The
Sponsor has developed a process for identifying a principal market, as prescribed in ASC 820-10, which outlines the application
of fair value accounting. The process begins by identifying publicly available, well-established and reputable bitcoin trading
venues (Exchange Markets, as defined in the FASB ASC Master Glossary), which are selected by the Sponsor and its affiliates at
their sole discretion. The Sponsor then identifies the principal market for bitcoin during that period and uses the price for
bitcoin from that venue at 4:00 ET as the principal market price.

Company Considerations

 The
Trust is an investment company for US GAAP purposes and follows accounting and reporting guidance in accordance with the FASB
ASC Topic 946, Financial Services – Investment Companies. The Trust uses fair value as its method of accounting for bitcoin
in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment
company under the Investment Company Act of 1940. US GAAP requires management to make estimates and assumptions that affect the
reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these
differences could be material.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 As
a smaller reporting company, the Trust is not required to provide the information required by this item.

 Item
8. Financial Statements and Supplementary Data.

TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm

 Statements of Financial Condition at December 31, 2024 and 2023

 Schedules of Investment at December 31, 2024 and 2023

 Statements of Operations for the year ended December 31, 2024 and the period December 21, 2023 (date of seed audit) through December 31, 2023

 Statement of Changes in Net Assets for the year ended December 31, 2024 and the period December 21, 2023 (date of seed audit) through December 31, 2023

 Notes to Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Sponsor and Shareholders of

 Opinion
on the Financial Statements

 We
have audited the accompanying statements of financial condition of CoinShares Valkyrie Bitcoin Fund (the "Trust"),
including the schedules of investment, as of December 31, 2024 and 2023, the related statements of operations and changes in net
assets for the year ended December 31, 2024, and for the period from December 21, 2023 (date of seed audit) through December 31,
2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2024 and 2023, the
results of its operations and changes in its net assets, for the year ended December 31, 2024, and for the period from December
21, 2023 (date of seed audit) through December 31, 2023, in conformity with accounting principles generally accepted in the United
States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the
Trust's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or
fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly,
we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of cash and digital assets
owned as of December 31, 2024 and 2023, by correspondence with the custodians. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.

 We
have served as the Trust's auditor since 2023.

 COHEN
& COMPANY, LTD.

 Towson,
Maryland 925

 March 27, 2025

 Statements
of Financial Condition

 December 31, 2023

 Assets

 Investments in bitcoin, at fair value (cost $ 563,456,383 and $ 0 at December 31, 2024 and December 31, 2023, respectively)

 $

 $

 Total assets

 $

 $

 Liabilities

 Sponsor fees payable

 $
 190,348

 $

 Total liabilities

 $
 190,348

 $

 Net assets

 $
 826,115,990

 $

 Shares issued and outstanding, no par value, Unlimited shares authorized

 31,260,000

 Net asset value per Share

 $
 26.43

 $

 The
accompanying notes are an integral part of the financial statements.

 Schedules
of Investment

 Cost

 Fair Value

 % of Net Assets

 Investment in bitcoin

 8,849

 $
 563,456,383

 $

 100.0
 %

 Total investment

 $
 563,456,383

 $

 100.0
 %

 Other assets and liabilities, net

 ( 190,348
)

 ( 0.0
)% (a)

 Net Assets

 $
 826,115,990

 100.0
 %

 December 31, 2023

 Cost

 Fair Value

 % of Net Assets

 Investment in bitcoin

 $

 $

 0.0
 %

 Total investment

 $

 $

 0.0
 %

 Other assets and liabilities, net

 100.0
 %

 Net Assets

 $

 100.0
 %

 (a)
 Represents less
than 0.05 % of net assets.

 The
accompanying notes are an integral part of the financial statements.

 Statements
of Operations

 For the Year Ended

 For the Period December 21, 2023 (date of seed audit) through
December 31, 2023 (a)

 Expenses

 Sponsor fee (Note 4)

 $
 1,263,370

 $

 Less: Sponsor fee waiver

 ( 150,399
)

 Total expenses

 1,112,971

 Net investment income (loss)

 ( 1,112,971
)

 Net realized and change in unrealized gain (loss) on investment

 Net realized gain (loss) from investment

 45,222,195

 Net change in unrealized gain (loss) on investment

 262,849,955

 Net realized and change in unrealized gain (loss) on investment

 308,072,150

 Net income (loss)

 $
 306,959,179

 $

 Net income (loss) per share

 $
 11.59

 $
 0.00

 Weighted average number of shares outstanding

 26,491,896

 (a)
 The
Trust had not commenced operations as of December 31, 2023.

 The
accompanying notes are an integral part of the financial statements.

 Statements
of Changes in Net Assets

 For the Year Ended

 For the Period December 21, 2023 (date of seed audit) through
 December 31, 2023 (a)

 Net Assets – Opening Balance

 $

 $

 Creations

 632,095,951

 Redemptions

 ( 112,939,140
)

 Net investment income (loss)

 ( 1,112,971
)

 Net realized gain (loss) from investment

 45,222,195

 Net change in unrealized gain (loss) on investment

 262,849,955

 Net Assets – Ending Balance

 $
 826,115,990

 $

 (a)
 The
Trust had not commenced operations as of December 31, 2023.

 The
accompanying notes are an integral part of the financial statements.

 Notes
to the Financial Statements

 December
31, 2024

 1. Organization

Valkyrie Bitcoin Fund, formerly known as Valkyrie Bitcoin Fund (the "Trust"), was organized as a Delaware statutory
trust on January 20, 2021. The fiscal year for the Trust is December 31 st. The trustee is CSC Delaware Trust Company
f/k/a Delaware Trust Company (the "Trustee"). On June 14, 2024, CoinShares Co., a Delaware corporation (the "Sponsor"),
succeeded Valkyrie Digital Assets LLC, a Delaware limited liability company (the "Initial Sponsor"), as the sponsor
of the Trust. The Sponsor is responsible for the day-to-day administration of the Trust. The Trust is governed by the provisions
of the Trust Agreement, as amended (the "Trust Agreement"), executed by the Initial Sponsor and the Trustee. The Trust
is an exchange-traded fund that issues common shares of beneficial interest ("Shares") representing units of fractional
undivided beneficial interests in its net assets. There are an unlimited number of authorized shares.

 The
investment objective of the Trust is for the Shares to reflect the performance of the value of a bitcoin as represented by the
CME CF Bitcoin Reference Rate - New York Variant (the "Index"), less the Trust's liabilities and expenses. In
seeking to achieve its investment objective, the Trust holds bitcoin and values its Shares daily based on the value of bitcoin
as reflected by the Index, which is an independently calculated value based on an aggregation of executed trade flow of major
bitcoin spot exchanges.

 The
offering of the Trust's Shares is registered with the Securities and Exchange Commission ("SEC") in accordance
with the Securities Act of 1933.

 2. Basis
of Presentation and Summary of Significant Accounting Policies

 The
Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting
and reporting guidance under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic
946, Financial Services – Investment Companies, but is not registered, and is not required to be registered, as an investment
company under the Investment Company Act of 1940, as amended.

 The
Trust is an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act"). The Trust will cease to be an "emerging growth company" upon the earliest of (i) it having $1.235 billion
or more in annual revenues, (ii) at least $700 million in market value of Shares being held by non-affiliates, (iii) it issuing
more than $1.0 billion of non-convertible debt over a three-year period or (iv) the last day of the fiscal year following the
fifth anniversary of its initial public offering.

 For
as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to provide an auditor's
attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting
pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; or comply with any new audit rules adopted by the PCAOB after April
5, 2012, unless the SEC determines otherwise.

 The
following is a summary of significant accounting policies consistently followed by the Trust in the preparation of financial statements.
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of
America ("GAAP").

 (a)
 Use of Estimates

 The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.

 (b)
 Investment Transactions

 The
Trust purchases bitcoin upon the net creation of Shares and sells bitcoin upon the net redemption of Shares. Transactions are
recorded on a trade-date basis. Realized gains (losses) and changes in unrealized gains (losses) on open positions are determined
on a specific identification basis and are recognized in the statement of operations in the period in which the sale occurred
or the changes in unrealized occurred.

 The
Trust utilizes an exchange traded price from the principal market for bitcoin as of 4:00 p.m. ET on the Trust's financial
statement measurement date to value the bitcoin held by the Trust at fair value. The Sponsor determines in its sole discretion
the valuation sources and policies used to prepare the Trust's financial statements in accordance with GAAP. The Trust engages
a third-party vendor to obtain a price from a principal market for bitcoin, which is determined and designated by such third-party
vendor daily based on its consideration of several exchange characteristics, including the volume and frequency of trades.

 (c)
 Indemnifications

 The
Sponsor and its affiliates (each a "Covered Person") will be indemnified by the Trust and held harmless against any
loss, judgment, liability, expense incurred or amount paid in settlement of any claim sustained by it in connection with the Covered
Person's activities for the Trust, without fraud, gross negligence, bad faith, willful misconduct or a material breach of
the Trust Agreement on the part of such indemnified party arising out of or in connection with the performance of its obligations
under the Trust Agreement and under each other agreement entered into by the Sponsor in furtherance of the administration of the
Trust (including, without limiting the scope of the foregoing, any Participant Agreement) or any actions taken in accordance with
the provisions of the Trust Agreement.

 The
Trustee and any of the officers, directors, employees and agents of the Trustee shall be indemnified by the Trust as primary obligor
and held harmless against any loss, damage, liability, claim, action, suit, cost, expense, disbursement (including the reasonable
fees and expenses of counsel), tax or penalty of any kind and nature whatsoever, arising out of, imposed upon or asserted at any
time against such indemnified person in connection with the performance of its obligations under the Trust Agreement, the creation,
operation or termination of the Trust or the transactions contemplated therein; provided, however, that neither the Trust nor
the Sponsor shall be required to indemnify any such indemnified person for any such expenses which are a result of the willful
misconduct, bad faith or gross negligence of such indemnified person.

 The
Trust's maximum exposure under these arrangements is unknown because it involves future potential claims against the Trust,
which cannot be predicted with any certainty.

 (d)
 Federal Income Taxes

 The
Sponsor intends to take the position that the Trust will be treated as a grantor trust under the Internal Revenue Code of 1986,
as amended. If so qualified, the Trust will not be subject to U.S. federal income tax to the extent it distributes substantially
all of its investment income and capital gains to shareholders. Therefore, no federal income tax provision is required. Rather,
a pro rata portion of the Trust's income, gain, losses and deductions will "flow through" to each beneficial
owner of Shares.

 3. Investment
Valuation and Calculation of Net Asset Value ("NAV")

 FASB
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, provides a single definition of fair value,
a hierarchy for measuring fair value and expanded disclosures about fair value adjustments.

 GAAP
defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction
between market participants at the measurement date. The Trust's policy is to value its investments at fair value.

 Various
inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data ("observable
inputs") or they may be internally developed ("unobservable inputs"). These inputs are categorized into a disclosure
hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability
within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in
its entirety. The three levels of the fair value hierarchy are as follows:

 Level
1 — Unadjusted quoted prices in active markets for identical assets or liabilities.

 Level
2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly
or indirectly, including quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that
are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data
by correlation or other means; and

 Level
3 — Inputs that are unobservable for the asset or liability, including the Trust's assumptions used in determining
the fair value of investments.

 The
following table presents information about the Trust's assets and liabilities measured at fair value:

 Level 1

 Level 2

 Level 3

 Total

 $

 —

 —

 $

 Total Investments

 $

 —

 —

 $

 December
31, 2023 (a)

 Level 1

 Level 2

 Level 3

 Total

 —

 —

 —

 —

 Total Investments

 —

 —

 —

 —

 (a)
 The Trust had
not commenced operations as of December 31, 2023.

 There
were no transfers between Level 1 and other Levels for the year ended December 31, 2024.

 The
Trust fair values investments for financial statement purposes, categorizing those investments using the hierarchy as described
above. The Trust's NAV is calculated by subtracting all accrued fees, expenses and other liabilities from the fair value
of its bitcoin and other assets. The Trust's NAV per share is calculated by taking the Trust's NAV divided by the
total amount of Shares outstanding.

 4. Trust
Expenses

 The
Trust pays to the Sponsor a Sponsor fee (the "Sponsor Fee") in accordance with the Trust Agreement. The Sponsor Fee
accrues daily by applying an annual rate of 0.25 % to the Trust's bitcoin holdings. The Sponsor Fee is paid in bitcoins at
such times as determined in the Sponsor's sole discretion. The Trust is not responsible for paying any fees or costs associated
with the transfer of bitcoin to the Sponsor or the sale of bitcoin for costs not included in the Sponsor Fee.

 The
Sponsor is obligated to assume and pay the following fees and expenses of the Trust: the Marketing Agent fee, the Administrator
fee, the Custodian fee, the Cash Custodian fee, the Transfer Agent fee, the Trustee fee, applicable license fees, including the
licensing fees related to the Index License Agreement, fees and expenses related to trading of Shares on Nasdaq (including marketing,
legal and audit fees and expenses), legal expenses, audit fees, regulatory fees, including any fees relating to the registration
of the Shares with the SEC, printing and mailing costs and costs of maintaining the Trust's website.

 U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services"), an indirect subsidiary
of U.S. Bancorp, serves as the Trust's fund accountant, fund administrator and the transfer agent of the Trust, pursuant
to certain fund accounting servicing, fund administration servicing and transfer agent servicing agreements. U.S. Bank N.A., a
subsidiary of U.S. Bancorp and parent company of Fund Services, serves as the Trust's cash custodian pursuant to a custody
agreement.

 Paralel
Distributors LLC (the "Marketing Agent") serves as the Trust's marketing agent pursuant to a marketing agent
agreement.

 Coinbase
Custody Trust Company, LLC, BitGo Trust Company, Inc., and Komainu (Jersey) Limited
(the "Custodians") are custodians of the Trust.

 5. Creation
and Redemption of Creation Units

 The
Trust issues Shares on an ongoing basis, but only in one or more blocks of 5,000 Shares (a "Basket"). The Trust issues
Baskets of Shares to certain authorized participants on an ongoing basis and redeems Shares in Baskets on an ongoing basis from
Authorized Participants.

 Authorized
participants are the only persons that may place orders to create and redeem Baskets. Authorized participants must be (1) registered
broker-dealers or other securities market participants, such as banks or other financial institutions, that are not required to
register as broker-dealers to engage in securities transactions as described below, and (2) Depository Trust Company participants.

 Authorized
participants pay the transfer agent a fee for each order they place to create or redeem one or more Baskets. In addition, an authorized
participant is required to reimburse the Trust or the Sponsor, as applicable, for any operational processing and brokerage costs,
transfers fees, network fees, stamp taxes and part or all of the spread between the expected bid and offer side of the market
related to the bitcoin being purchased or sold in connection with such order (the "Execution Charges", and collectively
with the Transfer Agent Fee, the "Transaction Fees"). The Transaction Fees may be reduced, increased or otherwise
changed by the Sponsor.

 Activity
in the number and value of Shares created and redeemed for the year ended December 31, 2024 are as follows:

 Number of Shares

 Value of Shares

 Creations

 36,635,000

 $
 632,095,951

 Redemptions

 ( 5,375,000
)

 $
 ( 112,939,140
)

 Net change in Shares created and redeemed

 31,260,000

 $
 519,156,811

 6. Investment
Transactions

 For
the year ended December 31, 2024, the cost of purchases and proceeds from sales of bitcoin by the Trust, were as follows:

 Purchases

 Sales

 $
 632,012,875

 $
 113,778,687

 7. Related
Party Transactions

 Certain
officers of the Trust are affiliated with the Sponsor and are not paid any fees by the Trust for serving in such capacities.

 The
Initial Sponsor agreed to waive Sponsor fees for the first three months of the Trust's operations, through April 10, 2024.
For the year ended December 31, 2024, the Trust incurred $ 1,263,370 in Sponsor Fees, of which, $ 150,399 was waived by the Initial
Sponsor.

 On
January 10, 2024, Valkyrie Funds LLC, at such time an affiliate of the Initial Sponsor, purchased 40,000 Shares at a per-Share
price of $ 13.00. Delivery of these Shares was made on January 11, 2024. Total proceeds to the Trust from the sale of these Shares
was $ 520,000.

 On
March 15, 2024, the Trust entered into an agreement with CoinShares Co., a Delaware corporation, to act as Co-Sponsor of the Trust
in an advisory capacity. Effective June 14, 2024 (the "Effective Date"), the
Initial Sponsor withdrew as Co-Sponsor to the Trust. Pursuant to Section 6.9 of the Trust Agreement, on the Effective Date of
the Initial Sponsor's withdrawal as Co-Sponsor to the Trust, CoinShares Co. automatically and without further action by
the Co-Sponsor, Trustee or the Shareholders (as defined in the Trust Agreement) became the successor Sponsor and has all the powers,
rights, duties and obligations of the Sponsor under the Trust Agreement.

 Prior
to CoinShares Co. assuming the role of Co-Sponsor and Sponsor, CoinShares Captial Markets (Jersey) Limited, an affiliate of the
Sponsor, served as a Bitcoin Trading Counterparty of the Trust. In such role, CoinShares Captial Markets (Jersey) Limited fulfilled
orders from the Trust for the purchase and sale of bitcoin. No orders for the purchase or sale of bitcoin were executed with CoinShares
Captial Markets (Jersey) Limited on or since March 15, 2024, the date on which CoinShares Co. became a Co-Sponsor to the Trust.
During the period that CoinShares Captial Markets (Jersey) Limited was a Bitcoin Trading Counterparty of the Trust, CoinShares
Captial Markets (Jersey) Limited fulfilled purchase orders with an approximate value of $ 295 million.

 As
of December 31, 2024, affiliates of the Sponsor owned 18,140,000 Shares of the Trust.

 8. Commitments
and Contingencies

 In
the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The
Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against
the Trust which have not yet occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss
under these arrangements to be remote.

 9.
 Segment Reporting

 The
Trust adopted Financial Accounting Standards Board Update 2023-07, Segment
 Reporting (Topic 280) – Improvements to Reportable Segment Disclosures
("ASU 2023-07") during the period. The Trust's adoption of the new standard impacted financial statement disclosures
only and did not affect the Trust's financial position or results of operations.

 The
Sponsor acts as the Trust's Chief Operating Decision Maker ("CODM') and is responsible for assessing performance
and allocating resources with respect to the Trust. The CODM has concluded that the Trust operates as a single operating segment
since the Trust has a single investment strategy as disclosed in its prospectus, against which the CODM assesses performance.
The financial information provided to and reviewed by the CODM is presented within the Trust's financial statements.

 10.
 Financial Highlights

 The
Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding
for the period from January 10, 2024 (the initial share purchase date) through December 31, 2024. As the Trust had not yet commenced
operations before this period, no comparative period is presented. The total return at NAV is based on the change in NAV of a
Share during the period and the total return at market value is based on the change in market value of a Share on the Nasdaq Stock
Market, LLC during the period. An individual investor's return and ratios may vary based on the timing of capital transactions.

 Financial
Highlights

 For
the period January 10, 2024 (initial share purchase date) through December 31, 2024

 Period Ended

 Net Asset Value

 Net Asset Value per Share, beginning of period

 $
 13.00

 Net investment income (loss)

 ( 0.04
)

 Net realized and change in unrealized gain (loss) (4)

 13.47

 Net income (loss)

 13.43

 Net asset value per Share, end of period

 $
 26.43

 Market Value per Share, beginning of period

 $
 13.00

 Market Value per Share, end of period

 $
 26.45

 Ratio to average net assets

 Net investment income (loss) (1)

 ( 0.22
)%

 Gross expenses (1)

 0.25
 %

 Net expenses (1)(3)

 0.22
 %

 Total return, at net asset value (2)

 103.31
 %

 Total return, at market value (2)

 103.46
 %

 (1)
 Annualized

 (2)
 Not annualized

 (3)
 Includes voluntary
reimbursement of sponsor fees of 0.03 %

 (4)
 The amount reported
represents a balancing figure derived from the other amounts in the financial highlights table that captures all other changes affecting
net asset value per share for a Share outstanding and may not correlate to aggregate net realized and change in unrealized gain (loss)
on investment presented on the Statement of Operations for the period due to the timing of Share transactions in relation to the fluctuating
fair value of the Trust's underlying investment.

 11.
 Subsequent Events

 The
Sponsor has evaluated all subsequent events through the issuance of the financial statements and has noted no events requiring
adjustment or additional disclosure in the financial statements.

 Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Not

 Item
9A. Controls and Procedures.

 Disclosure
Controls and Procedures

 The
Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its
1934 Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the Principal Executive Officer and Chief Financial Officer
of the Sponsor to allow timely decisions regarding required disclosure.

 Under
the supervision and with the participation of the Principal Executive Officer and the Chief Financial Officer of the Sponsor,
the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).
Based on this evaluation, the Principal Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of
December 31, 2024, the Trust's disclosure controls and procedures were effective.

 Management's
Annual Report on Internal Control Over Financial Reporting

 The
Sponsor's management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control
over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the Trust's assets, (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that the Trust's receipts and expenditures are being made only in accordance with appropriate
authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the Trust's assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 The
Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust's
internal control over financial reporting as of December 31, 2024. In making this assessment, they used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework
(2013). Their assessment included an evaluation of the design of the Trust's internal control over financial reporting and
testing of the operational effectiveness of its internal control over financial reporting. Based on their assessment and those
criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust
maintained effective internal control over financial reporting as of December 31, 2024.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in the Trust's internal control over financial reporting that occurred during the year ended December 31,
2024 that have materially affected, or are reasonably likely to materially affect, the Trust's internal control over financial
reporting.

 Item
9B. Other Information.

 Not

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
Sponsor

 The
Trust does not have any directors, officers or employees. The creation and operation of the Trust has been arranged by the Sponsor.
The Sponsor is a wholly-owned subsidiary of CoinShares International Limited.

 Background
and Principals

 Jean-Marie
Mognetti, Principal Executive Officer

 Jean-Marie
Mognetti is the CEO and Co-founder of CoinShares International Limited ("CoinShares"), a leading European investment
company specializing in digital assets. CoinShares is the parent company of the Sponsor. Mr. Mognetti holds a Masters in Mathematical
Trading and Finance from Sir John Cass Business School. He is a seasoned commodity trader, having developed advanced expertise
in areas such as quantitative analysis, risk management, and alpha generation. His skills extend to managing trading programs
focused on macroeconomic commodities, notably cryptocurrencies. Before co-founding CoinShares in 2014, Mr. Mognetti served as
a quantitative trader at Hermes Commodities Fund Managers. His role there was instrumental in establishing and implementing trading
strategies based on rigorous quantitative risk management approaches.

 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.

 Family
Relationships

 There
are no family relationships among our executive officers.

 Indemnification

 The
general fiduciary duties that would otherwise be imposed on the Sponsor (which would make its operation of the Trust as described
herein impracticable due to the strict prohibition imposed by such duties on, for example, conflicts of interest on behalf of
a fiduciary in its dealings with its beneficiaries), will be replaced entirely by the terms of the Trust Agreement (to which terms
all Shareholders, by subscribing to the Shares, are deemed to consent).

 The
Trust Agreement provides that the Trust shall indemnify, defend and hold harmless the Trustee (including in its individual capacity)
and any of the officers, directors, employees and agents of the Trustee (the "Indemnified Persons") from and against
any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel and fees and expenses incurred in connection with enforcement of its indemnification rights under the
Trust Agreement), taxes and penalties of any kind and nature whatsoever (collectively, "Expenses"), to the extent
that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the
performance of the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated thereby;
 provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which
are a result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. If the Trust shall have insufficient
assets or improperly refuses to pay an Indemnified Person within sixty (60) days of a request for payment owed hereunder, the
Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified
Person as if it were the primary obligor under the Trust Agreement; provided, however, that the Sponsor shall not be required
to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence
of an Indemnified Person. To the fullest extent permitted by law and by the requirement for treatment of the Trust as a grantor
trust for tax purposes, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf
of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of,
such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified
under this Trust Agreement.

 Under
Delaware law, a beneficial owner of a statutory trust (such as a shareholder of the Trust) may, under certain circumstances, institute
legal action on behalf of himself and all other similarly situated beneficial owners (a "class action") to recover
damages for violations of fiduciary duties, or on behalf of a statutory trust (a "derivative action") to recover damages
from a third party where there has been a failure or refusal to institute proceedings to recover such damages. In addition, beneficial
owners may have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights
under the federal securities laws and the rules and regulations promulgated thereunder by the SEC. Beneficial owners who have
suffered losses in connection with the purchase or sale of their beneficial interests may be able to recover such losses from
the Sponsor where the losses result from a violation by the Sponsor of the anti-fraud provisions of the federal securities laws.

 The
foregoing summary describing in general terms the remedies available to shareholders under federal law is based on statutes, rules
and decisions as of the date of this Annual Report. As this is a rapidly developing and changing area of the law, shareholders
who believe that they may have a legal cause of action against any of the foregoing parties should consult their own counsel as
to their evaluation of the status of the applicable law at such time.

 Code
of Ethics

 The
Trust has not adopted a code of ethics ("Code of Ethics") as it is not required to do so under applicable laws, rules
and regulations.

 Insider
Trading Policies and Procedures

 Because
the Trust does not have directors, officers, or employees, it has not adopted insider trading policies and procedures governing
the purchase, sale and/or disposition of Trust securities by such persons.

 Item
11. Executive Compensation.

 The
Trust has no employees or directors and is managed by the Sponsor. None of the officers of the Trust, or the members or officers
of the Sponsor receive compensation from the Trust.

 The
Sponsor receives a Sponsor's Fee from the Trust equal a unified fee of 0.25% of the Trust's Bitcoin Holdings. The
Sponsor irrevocably waived the Sponsor's Fee from January 11, 2024, until April 10, 2024. The Sponsor's Fee accrued
during the fiscal year ended December 31, 2024, was $1,263,370, of which $150,399 was waived.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Not

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 See
Item 11 above.

 Prior
to CoinShares Co. assuming the role of Co-Sponsor and Sponsor, CoinShares Captial Markets (Jersey) Limited, an affiliate of the
Sponsor, served as a Bitcoin Trading Counterparty of the Trust. In such role, CoinShares Captial Markets (Jersey) Limited fulfilled
orders from the Trust for the purchase and sale of bitcoin. No orders for the purchase or sale of bitcoin were executed with CoinShares
Captial Markets (Jersey) Limited on or since March 15, 2024, the date on which CoinShares Co. became a Co-Sponsor to the Trust.
During the period that CoinShares Captial Markets (Jersey) Limited was a Bitcoin Trading Counterparty of the Trust, CoinShares
Captial Markets (Jersey) Limited fulfilled purchase orders with an approximate value of $295 million.

 Item
14. Principal Accounting Fees and Services.

 (1)
to (4). Fees for services performed by Cohen & Company, Ltd. ("Cohen") for the years ended December 31, 2024 and
2023 were as follows:

 Year Ended

 Year Ended
 December 31, 2023

 Audit Fees

 $
 27,000

 $
 17,000

 Audit-Related Fees

 1,000

 Tax Fees

 All Other Fees

 Total:

 $
 28,000

 $
 17,000

 (5)
The Sponsor approved all of the services provided by Cohen described above. The Sponsor pre-approves all audit and allowed non-audit
services of the Trust's independent registered public accounting firm, including all engagement fees and terms.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)(1)
Financial Statements

 For
a list of the financial statements included herein, see Index to the Financial Statements on page 19 of this Annual Report on Form
10-K, incorporated into this Item by reference.

 (b)(1)
Financial Statement Schedules

 No
financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required
has been presented in the aforementioned financial statements.

 (c)(1)
Exhibits

 The
following documents (unless otherwise indicated) are filed herewith and made a part of this Annual Report:

 Exhibit
 No.

 Exhibit Description

 3.1**
 Certificate
 of Trust, incorporated by reference to Exhibit 3.2 of the Trust's Registration
 Statement on Form S-1 (File No. 333-252344) filed on January 22, 2021

 4.1**
 Amended
 and Restated Trust Agreement, incorporated by reference to Exhibit 3.1 of the Trust's
 Registration Statement on Form S-1 (File No. 333-252344) filed on December 29, 2023

 4.2**
 First
 Amendment to the Amended and Restated Trust Agreement, incorporated by reference to Exhibit
 3.3 of the Trust's Registration Statement on Form S-1 (File No. 333-252344) filed
 on March 15, 2024

 4.3**
 Description of the Shares, incorporated by reference to Exhibit 4.3 of the Trust's Annual Report on Form 10-K (File No. 001-41909) filed on March 27, 2024

 10.1**
 Coinbase
 Prime Broker Agreement, incorporated by reference to Exhibit 10.1 of the Trust's
 Registration Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024

 10.2**
 Coinbase
 Custody Custodial Services Agreement (included as Exhibit A in Exhibit
 10.1)

 10.3**
 Coinbase
 Post-Trade Financing Agreement (included as Exhibit C in Exhibit
 10.1)

 10.4**
 Trust
 Administration Agreement, incorporated by reference to Exhibit 10.4 of the Trust's
 Registration Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024

 10.5**
 Transfer
 Agency and Services Agreement, incorporated by reference to Exhibit 10.5 of the Trust's
 Registration Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024

 10.6**
 Form
 of Authorized Participant Agreement, incorporated by reference to Exhibit 10.6 of the
 Trust's Registration Statement on Form S-1 (File No. 333-252344) filed on December
 29, 2023

 10.7**
 Trust
 Accounting Agreement, incorporated by reference to Exhibit 10.7 of the Trust's
 Registration Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024

 10.8**
 Cash
 Custody Agreement, incorporated by reference to Exhibit 10.8 of the Trust's Registration
 Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024

 10.9**
 Marketing
 Agent Agreement, incorporated by reference to Exhibit 10.9 of the Trust's Registration
 Statement on Form S-1 (File No. 333-252344) filed on December 29, 2023

 10.10**
 License Agreement, incorporated by reference to Exhibit 10.10 of the Trust's Registration
 Statement on Form S-1 (File No. 333-252344) filed on January 8, 2024

 10.12**
 Sponsor
 Agreement, incorporated by reference to Exhibit 10.12 of the Trust's Registration
 Statement on Form S-1 (File No. 333-252344) filed on December 29, 2024

 10.13**
 BitGo
 Custodial Services Agreement, incorporated by reference to Exhibit 10.14 of the Trust's
 Registration Statement on Form S-1 (File No. 333-252344) filed on February 1, 2024

 10.14**
 Co-Sponsor
 Agreement, incorporated by reference to Exhibit 10.15 of the Trust's Registration
 Statement on Form S-1 (File No. 333-252344) filed on March 15, 2024

 10.15**
 Komainu Custodial Services Agreement, incorporated by reference to Exhibit 10.16 of the Trust's Current Report on Form 8-K (File No. 001-41909) filed on October 1, 2024

 23.1*
 Consent of Independent Registered Accounting Firm

 31.1*
 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*
 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*
 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*
 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1**
 Erroneously Awarded Incentive-Based Compensation Clawback Policy, incorporated by reference to Exhibit 97.1 of the Trust's Annual Report on Form 10-K (File No. 001-41909) filed on March 27, 2024

 101.INS*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*
 Cover

 *
Filed herewith.

 **
Previously filed.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned*, thereunto duly authorized.

 COINSHARES
 VALKYRIE BITCOIN FUND

 Date: March 27, 2025

 By:

 /s/
 Jean-Marie Mognetti

 Name:

 Jean-Marie
 Mognetti

 Title:

 Executive Officer

 COINSHARES
 VALKYRIE BITCOIN FUND

 Date: March 27, 2025

 By:

 /s/
 Charles Butler

 Name:

 Charles
 Butler

 Title:

 Financial Officer and Principal Accounting Officer

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