Valkyrie Bitcoin Fund Files Amendment to S-1 Registration Statement

TL;DR

<b>Valkyrie Bitcoin Fund has filed an amendment to its S-1 registration statement, indicating a continuous offering of securities.</b>

AI Summary

Valkyrie Bitcoin Fund (BRRR) filed a Amended IPO Registration (S-1/A) with the SEC on January 8, 2024. Valkyrie Bitcoin Fund filed an amendment (No. 6) to its Form S-1 Registration Statement. The filing was made with the SEC on January 8, 2024, with a change date of January 10, 2024. The company is incorporated in Delaware and has its principal executive offices in Dallas, TX. The filing indicates the company is a non-accelerated filer, smaller reporting company, and emerging growth company. The offering is being made on a delayed or continuous basis pursuant to Rule 415.

Why It Matters

For investors and stakeholders tracking Valkyrie Bitcoin Fund, this filing contains several important signals. This amendment signals ongoing efforts by Valkyrie Bitcoin Fund to register securities for public sale, suggesting potential future market activity. As a non-accelerated filer and emerging growth company, the fund may have different disclosure requirements and compliance timelines compared to larger, more established entities.

Risk Assessment

Risk Level: low — Valkyrie Bitcoin Fund shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard procedural step for offerings and does not inherently indicate significant new risks.

Analyst Insight

Monitor for further amendments or effectiveness declarations for the S-1 registration statement to track the progress of the securities offering.

Key Numbers

• 6 — Amendment Number (Amendment No. 6 to FORM S-1)
• 2024-01-08 — Filing Date (As filed with the Securities and Exchange Commission on January 8, 2024)
• 2024-01-10 — Date as of Change (DATE AS OF CHANGE: 20240110)
• 1933 — SEC Act (SECURITIES ACT: 1933 Act)
• 333-252344 — SEC File Number (SEC FILE NUMBER: 333-252344)

Key Players & Entities

• Valkyrie Bitcoin Fund (company) — Registrant
• SEC (regulator) — Securities and Exchange Commission
• 333-252344 (dollar_amount) — Registration No.
• Delaware (company) — State of Incorporation
• Dallas, TX (company) — Business Address City, State
• Steven McClurg (person) — Agent for Service
• Morrison C. Warren (person) — Copies to
• Chapman and Cutler LLP (company) — Legal Counsel

Forward-Looking Statements

• The Valkyrie Bitcoin Fund will launch its ETF within the next 3 months. (Valkyrie Bitcoin Fund) — medium confidence, target: 2024-04-08
• Increased competition among Bitcoin ETFs will lead to lower expense ratios for investors. (Bitcoin ETFs) — high confidence, target: 2025-01-01

FAQ

Risk Factors

• Registration Statement Effectiveness [medium — regulatory]: The effectiveness of the registration statement is subject to SEC review and potential delays, impacting the commencement of the public offering.

Industry Context

The filing pertains to a Bitcoin fund, operating within the cryptocurrency and digital asset investment sector.

Regulatory Implications

The filing is made under the Securities Act of 1933, requiring registration of securities before they can be offered to the public.

What Investors Should Do

1. Review the full S-1/A filing for details on the securities being offered and the terms of the continuous offering.
2. Monitor future SEC filings from Valkyrie Bitcoin Fund for updates on the registration statement's effectiveness and offering commencement.
3. Assess the competitive landscape for Bitcoin investment products following this registration amendment.

Key Dates

• 2024-01-08: Filing of Amendment No. 6 to Form S-1 — Indicates ongoing regulatory process for securities offering.

Year-Over-Year Comparison

This is an amendment to a previously filed registration statement, indicating a continuation of the registration process rather than a new filing.

Key Financial Figures

• $21 — Basket. The initial price per Share is $21 and was selected as an appropriate and
• $21.00 — f 25,000 Shares at a per-Share price of $21.00. Total proceeds to the Trust from the s
• $525,000 — of the Seed Baskets are expected to be $525,000. The Trust intends to purchase bitcoin
• $68,789 — f bitcoin fell from an all-time high of $68,789 to $15,460. As of December 28, 2023, th
• $15,460 — ell from an all-time high of $68,789 to $15,460. As of December 28, 2023, the price of
• $42,526 — , the price of bitcoin has increased to $42,526. See &ldquo;Risk Factors.&rdquo; The T

Filing Documents

• bitcoin-s1a_010824.htm (S-1/A) — 1282KB
• ex1-1.htm (EX-1.1) — 41KB
• ex5-1.htm (EX-5.1) — 14KB
• ex8-1.htm (EX-8.1) — 25KB
• ex10-1.htm (EX-10.1) — 391KB
• ex10-4.htm (EX-10.4) — 84KB
• ex10-5.htm (EX-10.5) — 75KB
• ex10-7.htm (EX-10.7) — 87KB
• ex10-8.htm (EX-10.8) — 138KB
• ex10-10.htm (EX-10.10) — 159KB
• ex10-11.htm (EX-10.11) — 154KB
• ex23-1.htm (EX-23.1) — 3KB
• bitcoins1a001.jpg (GRAPHIC) — 34KB
• bitcoins1a002.jpg (GRAPHIC) — 16KB
• ex10-10_img01.jpg (GRAPHIC) — 12KB
• ex10-10_img02.jpg (GRAPHIC) — 22KB
• ex10-10_img03.jpg (GRAPHIC) — 11KB
• ex10-1_img01.jpg (GRAPHIC) — 2KB
• ex10-1_img02.jpg (GRAPHIC) — 3KB
• ex10-1_img03.jpg (GRAPHIC) — 7KB
• ex10-1_img04.jpg (GRAPHIC) — 2KB
• ex10-1_img05.jpg (GRAPHIC) — 4KB
• ex5-1_img01.jpg (GRAPHIC) — 9KB
• ex5-1_img02.jpg (GRAPHIC) — 12KB
• ex8-1_img01.jpg (GRAPHIC) — 9KB
• img_002.jpg (GRAPHIC) — 3KB
• filename28.htm (COVER) — 5KB
• 0001839882-24-000518.txt (&nbsp;) — 2660KB

USE OF PROCEEDS

USE OF PROCEEDS 51 OVERVIEW OF THE BITCOIN INDUSTRY AND MARKET 51 ACTIVITIES OF THE TRUST 56 USE OF THE CME CF Bitcoin Reference Rate &ndash; New York Variant 60 CALCULATION OF NAV 64 DESCRIPTION OF THE TRUST 67 THE SPONSOR 68 THE TRUSTEE 69 THE TRANSFER AGENT 70 THE ADMINISTRATOR 70 AUTHORIZED PARTICIPANTS 71 THE CUSTODIAN 71 THE COINBASE PRIME BROKER 71 CONFLICTS OF INTEREST 76 DESCRIPTION OF THE SHARES 77 CUSTODY OF THE TRUST&rsquo;S BITCOINS 78 DESCRIPTION OF CREATION AND REDEMPTION OF SHARES 80 EXPENSES 85 BOOK-ENTRY-ONLY SHARES 86 PROVISIONS OF LAW 86 MANAGEMENT; VOTING BY SHAREHOLDERS 87 BOOKS AND RECORDS 87 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 87 88 DESCRIPTION OF THE TRUST AGREEEMENT 88 U.S. FEDERAL INCOME TAX CONSEQUENCES 92 ERISA AND RELATED CONSIDERATIONS 95 SEED CAPITAL INVESTOR 96 PLAN OF DISTRIBUTION 96 LEGAL MATTERS 98 EXPERTS 98 SUMMARY OF PROMOTIONAL AND SALES MATERIAL 98 PRIVACY POLICY 98 WHERE YOU CAN FIND MORE INFORMATION 9 9 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 9 9

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 100 Neither the Sponsor nor the Trust has authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither the Sponsor nor the Trust takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by the Sponsor or the Trust, or on the Trust&rsquo;s behalf. The Trust is offering to sell, and seeking offers to buy, the Trust&rsquo;s Shares only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Trust&rsquo;s Shares. In this prospectus, unless otherwise stated or the context otherwise requires, &ldquo;we,&rdquo; &ldquo;our&rdquo; and &ldquo;us&rdquo; refer to the Sponsor acting on behalf of the Trust. REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains &ldquo;forward-looking statements&rdquo; with respect to the Trust&rsquo;s financial conditions, results of operations, plans, objectives, future performance and business. Statements preceded by, followed by or that include words such as &ldquo;may,&rdquo; &ldquo;might,&rdquo; &ldquo;will,&rdquo; &ldquo;should,&rdquo; &ldquo;expect,&rdquo; &ldquo;plan,&rdquo; &ldquo;anticipate,&rdquo; &ldquo;believe,&rdquo; &ldquo;estimate,&rdquo; &ldquo;predict,&rdquo; &ldquo;potential&rdquo; or &ldquo;continue,&rdquo; the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All that will or may occur in the future

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View this S-1/A filing on SEC EDGAR