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 pending public offering.</b>

AI Summary

Valkyrie Bitcoin Fund (BRRR) filed a Amended IPO Registration (S-1/A) with the SEC on January 9, 2024. Valkyrie Bitcoin Fund filed an amendment (S-1/A) to its registration statement on January 9, 2024. The filing is registered under the Securities Act of 1933, with registration number 333-252344. The company is incorporated in Delaware and has its principal executive offices in Dallas, TX. The filing indicates the registrant is a non-accelerated filer, smaller reporting company, and emerging growth company. The offering is intended to commence as soon as practicable after the registration statement becomes effective.

Why It Matters

For investors and stakeholders tracking Valkyrie Bitcoin Fund, this filing contains several important signals. This amendment signals progress towards the public offering of Valkyrie Bitcoin Fund's shares, which could provide investors with direct exposure to Bitcoin. As an S-1/A filing, it suggests updates or corrections to previously submitted information, crucial for potential investors to assess the fund's structure and risks.

Risk Assessment

Risk Level: low — Valkyrie Bitcoin Fund shows low risk based on this filing. The risk is low as this is a standard S-1/A filing for a registration statement, not indicating immediate operational or financial distress.

Analyst Insight

Monitor for the effectiveness of the registration statement and subsequent launch of the Bitcoin fund offering.

Key Numbers

• 333-252344 — Registration Number (Securities Act registration number)
• January 9, 2024 — Filing Date (Date filed with SEC)

Key Players & Entities

• Valkyrie Bitcoin Fund (company) — Registrant name
• Securities and Exchange Commission (regulator) — Filing recipient
• 333-252344 (regulator) — Registration number
• January 9, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Dallas, TX (location) — Principal executive offices
• Steven McClurg (person) — Agent for service
• Chapman and Cutler LLP (company) — Legal counsel

Forward-Looking Statements

• The Valkyrie Bitcoin Fund will receive SEC approval for its spot Bitcoin ETF. (Valkyrie Bitcoin Fund) — high confidence, target: Q1 2024
• The launch of a Valkyrie spot Bitcoin ETF will increase institutional investment in Bitcoin. (Bitcoin) — medium confidence, target: Q2 2024

FAQ

Risk Factors

• Registration Statement Effectiveness [medium — regulatory]: The offering is contingent on the registration statement becoming effective, which is subject to SEC review and potential delays.

Industry Context

The filing pertains to a cryptocurrency-focused investment fund, specifically targeting Bitcoin, within the broader alternative investment sector.

Regulatory Implications

The filing is made under the Securities Act of 1933, requiring adherence to SEC regulations for public offerings of securities.

What Investors Should Do

1. Track the SEC's review process for the S-1/A filing.
2. Analyze any further amendments or comments from the SEC.
3. Evaluate the fund's prospectus upon effectiveness for investment decisions.

Key Dates

• 2024-01-09: Filing of S-1/A Amendment — Indicates progress in the registration process for a public offering.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previously filed registration statement, indicating updates or corrections rather than a new initial 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_010924.htm (S-1/A) — 1287KB
• ex10-11.htm (EX-10.11) — 84KB
• ex10-13.htm (EX-10.13) — 18KB
• ex23-1.htm (EX-23.1) — 4KB
• bitcoins1a001.jpg (GRAPHIC) — 34KB
• bitcoins1a002.jpg (GRAPHIC) — 16KB
• img_002.jpg (GRAPHIC) — 3KB
• filename9.htm (COVER) — 5KB
• 0001999371-24-000244.txt (&nbsp;) — 1472KB

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

View Full Filing

View this S-1/A filing on SEC EDGAR