UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August 28~~October 1, 2024

______________________________

CoinShares Valkyrie Bitcoin Fund

(Exact name of registrant as specified in its charter)

Delaware	001-41909	86-6430837
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

~~437~~320 ~~Madison~~Seven ~~Avenue~~Springs Way, ~~28th~~Suite ~~Floor~~250 ~~New York~~Brentwood, NYTennessee (Address of principal executive offices) ~~10022~~37027 (zip code)

Registrant’s telephone number, including area code: (~~646~~218) ~~308~~255-~~1518~~9743

CoinShares Valkyrie Bitcoin Fund

320 Seven Springs Way, Suite 250

Brentwood, TN 37027

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest of CoinShares Valkyrie Bitcoin Fund	BRRR	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Departure~~On September 27, 2024, CoinShares Valkyrie Bitcoin Fund (the “Trust”) and Komainu (Jersey) Limited (“Komainu”), a private limited company incorporated in Jersey, Channel Islands and regulated by the Jersey Financial Services Commission in the conduct of ~~Jared~~a ~~Demark~~fund services business pursuant to the Financial Services (Jersey) Law 1998, entered into a Custodial Services Agreement (the “Agreement”). Pursuant to the Agreement, Komainu will provide services related to custody and safekeeping of the Trust’s bitcoin holdings.

~~Jared~~The ~~Demark,~~Agreement ~~having~~requires ~~provided~~the ~~notice~~Trust to indemnify Komainu and certain of ~~his~~its affiliates and services providers against certain losses arising or related to the Trust’s use of the ~~resignation~~services, ~~shall~~breach ~~cease~~of ~~serving~~the asAgreement ~~chief~~or ~~executive~~violation ~~officer~~of ~~(principal~~applicable ~~executive~~law. ~~officer~~The Agreement commenced on September 27, 2024 and will continue for thirty-six (36) months, unless earlier terminated in accordance with the terms of ~~CoinShares~~the CoAgreement. (After the ~~“Sponsor”).~~initial term, the Agreement will automatically Arenew ~~previous~~for ~~Current~~successive ~~Report~~twelve on(12) ~~Form~~month ~~8-K~~periods, ~~identified~~unless either party notifies the ~~effective~~other ~~date~~of its intention to terminate in accordance with the terms of ~~Jared~~the ~~Demark~~agreement. Komainu may terminate the Agreement for any reason upon providing at least three (3) months’s ~~departure~~written notice asto ~~September~~the 30Trust, ~~2024~~or immediately upon written notice to the Trust if: (i) Komainu determines, ~~which~~in ~~has~~its sole discretion, that continued ~~been~~provision ~~brought~~of ~~forward~~the custody services would result in violation of applicable law or regulation relating to ~~August~~either 30Komaniu or the Trust and the parties are unable to amend the relevant provisions of the Agreement in accordance with the terms of the agreement, ~~2024~~(ii) a force majeure event, as defined in the Agreement, continues for at least forty-five (45) days, or (iii) the ~~“Effective~~Trust ~~Date”~~does not utilize the custody services set forth in the Agreement for a period of twelve (12) months from the effective date of the agreement.

~~Appointment~~The Sponsor will not cause the Trust to custody any of ~~Jean~~the Trust’s assets with Komainu until a post-~~Marie~~effective ~~Mognetti~~amendment to the Trust’s registration statement on Form S-1 (File No. 333-252344) that discloses the arrangement with Komainu is declared effective by the Securities and Exchange Commission. The Trust’s existing custody arrangements with Coinbase Trust Company, LLC (“Coinbase”) and BitGo Trust Company, Inc. (“BitGo”) are unaffected by the entry into the Agreement. The Sponsor anticipates utilizing the custodial services of Coinbase, BitGo and Komainu to custody the Trust’s bitcoin.

InItem ~~connection~~9.01 ~~with~~Financial ~~Jared~~Statements ~~Demark’s~~and ~~resignation as principal executive officer of the Sponsor, on the Effective Date, Jean-Marie Mognetti will serve as principal executive officer of the Sponsor.~~Exhibits

~~Jean-Marie~~10.16 ~~Mognetti,~~Komainu ~~Principal~~Custodial ~~Executive~~Services ~~Officer~~Agreement

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.SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 1, 2024	CoinShares Valkyrie Bitcoin Fund
	CoinShares Co., as Sponsor of the CoinShares Valkyrie Bitcoin Fund

	By:	/s/ Jean-Marie Mognetti
	Name:	Jean-Marie Mognetti
	Title:	Chief Executive Officer

Dated: August 28, 2024	CoinShares Valkyrie Bitcoin Fund CoinShares Co., as Sponsor of the CoinShares Valkyrie Bitcoin Fund
	By:	/s/ Jared Denmark
	Name	Jared Denmark
	Title:	Principal Executive Officer

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