VanEck Bitcoin Trust
For the period ended Jun 30, 2024. Filed Aug 13, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 13, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1. Unaudited Financial Statements
Statements of Assets and Liabilities
| June 30, 2024 (unaudited) | December 31, 2023 | |
|---|---|---|
| Assets | ||
| Investment in bitcoin, at fair value (cost $601,205,139 and $-, respectively) | $614,747,718 | $— |
| Cash | — | 100,000 |
| Total assets | 614,747,718 | 100,000 |
| Liabilities | ||
| Total liabilities | — | — |
| Net assets | $614,747,718 | $100,000 |
| Shares issued and outstanding (no par value, unlimited amount authorized) | 8,775,000 | 2,000 |
| Net Asset Value per Share (Note 2) | $70.06 | $50.00 |
Statements of Operations (Unaudited)
| Three Months Ended June 30, 2024(a) | Six Months Ended June 30, 2024(a) | |
|---|---|---|
| Expenses | ||
| Sponsor fee, related party | $312,510 | $435,179 |
| Total expenses | 312,510 | 435,179 |
| Sponsor fee waiver, related party | (312,510) | (371,608) |
| Net expenses | — | 63,571 |
| Net investment loss | — | (63,571) |
| Net realized gain and change in unrealized appreciation (depreciation) | ||
| Net realized gain on: | ||
| Bitcoin sold for redemption of shares | 3,076,982 | 9,024,452 |
| Bitcoin distributed for Sponsor fee, related party | — | 10,977 |
| Net realized gain | 3,076,982 | 9,035,429 |
| Net change in unrealized appreciation (depreciation) | (89,867,337) | 13,542,579 |
| Net realized gain and change in unrealized appreciation (depreciation) | (86,790,355) | 22,578,008 |
| Net increase (decrease) in net assets resulting from operations | $(86,790,355) | $22,514,437 |
| (a) | No prior year comparative financial statements have been provided as the Trust did not have any operations as of June 30, 2023. |
|---|
Statements of Changes in Net Assets (Unaudited)
| Three Months Ended June 30, 2024(a) | Six Months Ended June 30, 2024(a) | |
|---|---|---|
| Net increase (decrease) from investment operations | ||
| Net investment loss | $— | $(63,571) |
| Net realized gain from investment in bitcoin | 3,076,982 | 9,035,429 |
| Change in net unrealized appreciation (depreciation) from investments in bitcoin | (89,867,337) | 13,542,579 |
| Net increase (decrease) in net assets resulting from operations | (86,790,355) | 22,514,437 |
| Capital share transactions | ||
| Contributions for shares issued | 133,298,530 | 663,370,595 |
| Withdrawals for shares redeemed | (50,810,485) | (71,237,314) |
| Total capital share transactions | 82,488,045 | 592,133,281 |
| Net increase (decrease) in net assets | (4,302,310) | 614,647,718 |
| Net assets: | ||
| Beginning of period | 619,050,028 | 100,000 |
| End of period | $614,747,718 | $614,747,718 |
| (a) | No prior year comparative financial statements have been provided as the Trust did not have any operations as of June 30, 2023. |
|---|
VANECK BITCOIN TRUST
Schedule of Investment as
of June 30, 2024(a)
(Unaudited)
| Quantity of Bitcoin | Cost | Fair Value | % of Net Assets | |
|---|---|---|---|---|
| Investment in bitcoin | 9,927.02 | $601,205,139 | $614,747,718 | 100.00% |
| Net Assets | $614,747,718 | 100.00% | ||
| (a) | No comparative financial statements have been provided as the Trust did not hold any bitcoin as of December 31, 2023. |
|---|
Notes to the Unaudited Financial Statements
Note 1. Organization:
The VanEck Bitcoin Trust (the “Trust”), a Delaware statutory trust, is an exchange-traded fund that issues common shares of beneficial interest in an ownership of the Trust (“Shares”). The Shares are traded on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust’s investment objective is to reflect the performance of bitcoin less the operating expenses of the Trust. The Trust is managed and controlled by VanEck Digital Assets, LLC (the “Sponsor”), a wholly-owned subsidiary of Van Eck Associates Corporation (“VanEck”). The CSC Delaware Trust Company, is the “Trustee” of the Trust.
Note 2. Significant Accounting Policies:
| A. | Basis of Preparation and Use Estimates |
|---|---|
| The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. | |
| The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows accounting and reporting requirements of Accounting Standards Codification (“ASC”) 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. | |
| B. | Cash |
| Cash represents cash deposits held at a major financial institution and is subject to credit risk to the extent its balance exceeds the federally insured limits. As of June 30, 2024, the Trust’s cash balance did not exceed the federal insured limits. | |
| C. | Investment Valuation |
| The Trust values its investments in bitcoin and other assets and liabilities at fair value, daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. | |
| The Trust identifies and determines the bitcoin principal market (or in the absence of a principal market, the most advantageous market) for GAAP financial statement purposes consistent with the application of fair value measurement framework in Financial Accounting Standards Board (“FASB”) ASC 820 as of 4:00 p.m. EST. Under ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability. The determination of the principal market will be based on the market with the greatest volume and level of activity that can be accessed. The Sponsor on behalf of the Trust will determine in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP. | |
| 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 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, quoted prices for identical or similar assets or liabilities in markets that are not considered to be |
active, 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 – Unobservable inputs where there are little or no market activity for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.
The following is a summary of the fair value hierarchy as of June 30, 2024:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Assets | ||||
| Investment in bitcoin | $614,747,718 | $— | $— | $614,747,718 |
The following represents the changes in quantity of bitcoin and the respective fair value:
| Bitcoin | Fair Value | |
|---|---|---|
| Beginning balance as of January 1, 2024 | — | $— |
| Bitcoin contributed | 11,031.13 | 663,366,610 |
| Bitcoin withdrawn | (1,104.11) | (71,196,900) |
| Net change in unrealized appreciation on investment in bitcoin | — | 13,542,579 |
| Net realized gain on investment in bitcoin | — | 9,035,429 |
| Ending balance as of June 30, 2024 | 9,927.02 | $614,747,718 |
The Trust did not hold any bitcoin as of December 31, 2023.
| D. | Bitcoin |
|---|---|
| Bitcoin transactions are accounted for on trade date. Realized gains and losses on sale of bitcoin are determined based on the average cost method. Proceeds received by the Trust from the issuance of creation baskets consist of bitcoin. Deposits of bitcoin are held by the Gemini Trust Company, LLC (the “Bitcoin Custodian”) on behalf of the Trust until (i) delivered out in connection with redemptions of baskets or cash or (ii) sold by the Sponsor, which may be facilitated by the Bitcoin Custodian to pay fees due to the Sponsor and Trust expenses and liabilities not assumed by the Sponsor. | |
| E. | Calculation of Net Asset Value |
| The Trust’s net asset value (“NAV”) is calculated based on the Trust’s net asset holdings as reconciled to the Bitcoin Custodian’s accounts on a market approach, determined on a daily basis in accordance with the MarketVectorTM Bitcoin Benchmark Rate price at 4:00 pm EST. The Trust’s NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by the total number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s NAV and the Trust’s NAV per Share, which it has delegated to the Administrator. | |
| F. | Federal Income Taxes |
| The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust. The Sponsor has reviewed the tax positions and has determined that no provision for income tax is required in the Trust’s financial statements. |
Note 3. Trust Expenses and Other Agreements
The Trust pays the Sponsor a unified fee (the “Sponsor Fee”) of 0.20% of net assets that accrues daily and pays monthly. Prior to February 21, 2024, the Sponsor Fee was 0.25%. Effective for the period from March 12, 2024, through
March 31, 2025, the Sponsor agreed to waive the entire Sponsor Fee for the first $1.5 billion of the Trust’s net assets. If the Trust’s net assets exceed $1.5 billion prior to March 31, 2025, the Sponsor Fee charged on net assets over $1.5 billion will be 0.20%. All investors will incur the same Sponsor Fee which is the weighted average of those fee rates. After March 31, 2025, the Sponsor Fee will be 0.20%. The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor Fee. The Sponsor from time to time will sell bitcoin, which may be facilitated by one or more liquidity providers and/or the Bitcoin Custodian, in such quantity as is necessary to permit payment of the Sponsor Fee and Trust expenses and liabilities not assumed by the Sponsor.
The Trustee fee is paid by the Sponsor and is not a separate expense of the Trust.
The Trust holds its bitcoin at the Bitcoin Custodian, a regulated third-party custodian that carries insurance and is chartered as a trust company under the New York Banking Law and serves as a fiduciary responsible for safekeeping of bitcoin owned by the Trust and holding the private keys that provide access to the bitcoin in the Trust’s bitcoin account.
State Street Bank and Trust Company serves as the Trust’s administrator, transfer agent and cash custodian.
Note 4. Related Parties
The Sponsor is considered to be a related party to the Trust.
MarketVector Indexes GmbH is the index sponsor and index administrator for the MarketVector Bitcoin Benchmark Rate, which is used by the Trust to determine its net asset value. MarketVector Indexes GmbH is an indirectly wholly-owned subsidiary of VanEck.
Van Eck Securities Corporation, a marketing agent to the Trust, is a wholly owned-subsidiary of VanEck.
VanEck was the initial seed investor (“Seed Capital Investor”) on December 21, 2023. On January 4, 2024, the Seed Capital Investor purchased additional shares (see Note 5). As of June 30, 2024, the Seed Capital Investor’s ownership in the Trust represents approximately 13% of net assets.
VanEck is a minority interest holder in the parent company of the Bitcoin Custodian, representing less than 1% of its equity.
Note 5. Capital Share Transactions
Investors can buy and sell Shares of the Trust in secondary market transactions through brokers. Shares trade on the Exchange under the ticker symbol HODL. Shares are bought and sold throughout the trading day like other publicly traded securities.
The Trust continuously offers the Trust Shares in creation baskets consisting of 25,000 Shares to authorized participants. Prior to March 4, 2024, the Trust offered creation baskets consisting of 50,000 Shares to authorized participants. Authorized participants pay a transaction fee for each order they place to create or redeem one or more baskets. The Administrator calculates the cost to purchase (or sell in the case of a redemption order) the amount of bitcoin represented by the baskets being created (or redeemed); the amount of bitcoin represented is equal to the combined NAV of the number of Shares included in the baskets being created (or redeemed).
The Trust creates and redeems Shares, 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 bitcoin represented by the baskets being created or redeemed, the amount of which is equal to the combined NAV of the number of Shares included in the baskets being created or redeemed determined as of 4:00 p.m. EST on the day the order to create or redeem baskets is properly received. For an order to create baskets, an authorized participant will deliver cash to the Trust’s account at the cash custodian, which the Sponsor will then use to purchase bitcoin from a liquidity provider chosen by the Sponsor. For an order to redeem baskets, the Sponsor will arrange for the bitcoin represented by the basket to be sold to a liquidity provider chosen by the Sponsor and the cash proceeds distributed from the Trust’s account at the cash custodian to the authorized participant in exchange for their Shares. Only authorized participants may place orders to create and redeem baskets through the transfer agent. The transfer agent will coordinate with the Trust’s Bitcoin Custodian in order to facilitate settlement of the Shares and bitcoin.
Share and Capital activity is as follows:
| Three Months Ended June 30, 2024 · Six Months Ended June 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| Shares · Amount · Shares · Amount | ||||||
| Beginning of period | 7,700,000 | (a) | $509,745,236 | 2,000 | (a) | $100,000 |
| Shares issued | 1,775,000 | (b) | 133,298,530 | 9,750,000 | (b) | 663,370,595 |
| Shares redeemed | (700,000) | (b) | (50,810,485) | (977,000) | (b) | (71,237,314) |
| Ending of period | 8,775,000 | $592,233,281 | 8,775,000 | $592,233,281 | ||
| (a) | Van Eck Associates Corporation was the sole shareholder as of December 31, 2023. |
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| (b) | On January 4, 2024, the 2,000 Shares held by the Seed Capital Investor were redeemed for cash and the Seed Capital Investor purchased the “Seed Creation Baskets,” comprising of 1,450,000 Shares at a per-Share price of $50.00. Total proceeds to the Trust from the sale of the Seed Creation Baskets were $72,500,000, which resulted in the Trust receiving 1,640.92 bitcoin. |
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Note 6. Commitments and Contingent Liabilities
In the normal course of business, the Trust enters into contracts that contain a variety of general indemnifications. The Trust’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Sponsor believes the risk of loss under these arrangements to be remote.
Note 7. Concentration Risk
Substantially all of the Trust’s assets are holdings of bitcoin, which creates a concentration risk associated with fluctuations in the value of bitcoin due to a number of factors. Accordingly, a decline in the value of bitcoin will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a decline in the value of bitcoin include high volatility, which could have a negative impact on the performance of the Trust. Bitcoin platforms are relatively new and, may be unregulated, or may be subject to regulation in a relevant jurisdiction, but may not be complying and, therefore, may be more exposed to fraud and security breaches than established, regulated exchanges for other financial assets or instruments, which could have a negative impact on the performance of the Trust. The value of the Shares depends on the development and acceptance of the Bitcoin network. The slowing or stopping of the development or acceptance of the Bitcoin network may adversely affect an investment in the Trust. The price of bitcoin on the bitcoin market has exhibited periods of extreme volatility. Digital assets such as bitcoin were only introduced within the past decade, and the medium-to-long term value of the Shares is subject to a number of factors relating to the capabilities and development of block-chain technologies and to the fundamental investment characteristics of digital assets that are uncertain and difficult to evaluate. The Trust is subject to risks due to its concentration of investments in a single asset class. Possible illiquid markets may exacerbate losses or increase the variability between the Trust’s NAV and its market price. The amount of bitcoin represented by the Shares may decline over time.
Future and current regulations by a United States or foreign government or quasi-governmental agency could have an adverse effect on an investment in the Trust. Shareholders do not have the protections associated with ownership of Shares in an investment company registered under the 1940 Act or the protections afforded by the Commodity Exchange Act. Future legal or regulatory developments may negatively affect the value of bitcoin or require the Trust or the Sponsor to become registered with the SEC or CFTC, which may cause the Trust to liquidate.
The Exchange on which the Shares are listed may halt trading in the Trust’s Shares, which would adversely impact a Shareholder’s ability to sell Shares. The market infrastructure of the bitcoin spot market could result in the absence of active authorized participants able to support the trading activity of the Trust.
Shareholders that are not authorized participants may only purchase or sell their Shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely affect Shareholders’ investment in the Shares.
Note 8. Financial Highlights(a)
The financial highlights summarize certain per share operating information and financial ratios of net investment income and expenses, to daily average net assets for the three months and six months ended June 30, 2024. An individual investor’s return and ratios may vary based on the timing of capital transactions:
| Three Months Ended June 30, 2024 · Six Months Ended June 30, 2024 | ||
|---|---|---|
| Net asset value per share, beginning of period | $80.40 | $50.00 |
| From investment operations: | ||
| Net investment loss(b) | 0.00 | (0.01) |
| Net realized gain and change in unrealized appreciation/depreciation on investments in bitcoin | (10.34) | 20.07 |
| Total increase (decrease) resulting from operations | (10.34) | 20.06 |
| Net asset value per share, end of period | $70.06 | $70.06 |
| Total return (%)(c) | (12.86)% | 40.12% |
| Ratios to average net assets(d) | ||
| Expenses before fee waiver (%) | 0.20 | 0.20 |
| Expenses after fee waiver (%) | 0.00 | 0.03 |
| Net investment loss (%) | 0.00 | (0.03) |
| Portfolio turnover rate(c) | 8.25% | 14.96% |
| (a) | No prior year comparative financial statements have been provided as the Trust did not have any operations as of June 30, 2023. |
|---|---|
| (b) | Net investment loss per share has been calculated based upon an average of daily shares outstanding. |
| (c) | Non-annualized. |
| (d) | Annualized. |
Note 9. Subsequent Event Review
The Trust has evaluated subsequent events and transactions for potential recognition or disclosure through the date the financial statements were issued and has determined that there are no material events that would require disclosure in the financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.