美國
證券交易委員會
華盛頓特區20549
表格
根據1934年證券交易法第13或15(d)節的規定,就截至季度結束的季度提交的季度報告 |
or
根據1934年證券交易法第13或15(d)條的過渡報告,過渡期從_________________至______________________。 |
委託文件號碼:
(根據其章程指定的註冊者的確切名稱)
(註冊或組織的)州或其他司法轄區 公司註冊或組織 | (聯邦稅號 |
由VanEck Digital 資產, LLC 收
Jonathan R. Simon,律師
Matthew A. Babinsky,律師
主要行政辦公室的地址(郵政編碼)
(
(註冊人電話號碼,包括區號)
範艾克比特幣信託
(如果自上次報告以來名稱、地址或財年發生變化)
根據法案第12(b)節規定註冊或將註冊的證券。
每一類的名稱 | 交易標誌 | 每個交易所的名稱 在註冊的基礎上 | ||
請在複選框中指示,申報人(1)是否在過去12個月內按照1934年證券交易所法案第13或15(d)條的規定提交了所有要求提交的報告(或者對於申報人要求提交這些報告的更短期間),以及(2)是否在過去90天內受到此類申報要求的約束。 ☒
請用勾號表示,註冊者在過去12個月期間(或註冊者需要提交此類文件的較短時期)是否根據S-t條例規定提交了每個互動數據文件。 ☒
請用複選標記指示,報告人是否爲大型加速申報人,加速申報人,非加速申報人,較小的報告公司或新興成長公司。請參閱《交易所法》第120億.2條中「大型加速申報人」,「加速申報人」,「較小的報告公司」和「新興成長公司」的定義。
大型加速存取器 | ☐ | 加速存取器 | ☐ | |
☒ | 較小的報告公司 | |||
新興增長型企業 |
如果成長中的公司,請勾選表示註冊人是否選擇不使用根據《交易法》第13(a)條規定提供的任何新的或修訂後的財務會計準則的延長過渡期進行合規。
請用複選標記表示註冊公司是否爲殼公司(如《證交所法規》第120億.2條所定義)。 ☐是 ☒
截至2024年5月17日,申報人共有
範艾克比特幣ETF
目錄
頁面 | |
第I部分 基本報表 | 1 |
項目 1. 未經審計的基本報表。 | 1 |
事項2. 管理層對財務狀況和經營成果的討論與分析。 | 10 |
項目 3. 關於市場風險的定量與定性披露。 | 11 |
事項4. 控制和程序。 | 11 |
第二部分。其他信息。 | 13 |
第1項。法律訴訟。 | 13 |
第1A項。風險因素。 | 13 |
第2項。未註冊的股權銷售和資金使用。 | 13 |
第3項。優先證券違約事項。 | 13 |
第4項。礦業安全披露。 | 13 |
第5項。其他信息。 | 13 |
第6項。展品。 | 13 |
簽字。 | 15 |
第I部分 基本報表
項目1. 未經審計的基本報表。
萬能比特幣etf | ||||||||
資產和負債表 | ||||||||
九月三十日, 2024 (未經審計) | 2022年12月31日 2023 | |||||||
資產 | ||||||||
投資於比特幣,以公允價值計量(成本$ | $ | $ | — | |||||
現金 | — | |||||||
總資產 | ||||||||
負債 | ||||||||
負債合計 | — | — | ||||||
淨資產 | $ | $ | ||||||
已發行和流通股(無面值,未限制授權數量) | ||||||||
每股淨資產價值(附註2) | $ | $ |
隨附的附註是這些財務的組成部分 聲明。
1 |
範厄克比特幣etf 損益表(未經審計) | ||||||||
三個月 結束 2024年9月30日, 2024(a) | 九個月 結束 September 30, 2024(a) | |||||||
費用 | ||||||||
發起人費用,關聯方 | $ | $ | ||||||
總支出 | ||||||||
贊助費豁免,關聯方 | ( | ) | ( | ) | ||||
淨費用 | ||||||||
投資收益(損失)的淨額 | ( | ) | ||||||
淨實現收益和未實現升值(貶值)變動 | ||||||||
淨實現收益: | ||||||||
比特幣出售用於贖回股份 | ||||||||
比特幣分發作爲贊助費用,關聯方 | ||||||||
已實現的淨收益 | ||||||||
未實現升值(折舊)淨變化。 | ||||||||
淨實現收益和未實現升值(貶值)的變動 | ||||||||
由運營活動產生的淨資產增加 | $ | $ |
(a) |
附註是本財務報表的不可分割組成部分。
2 |
萬能比特幣etf 資產淨值變動表(未經審計) | ||||||||
三個月 截至 September 30, 2024(a) | 九
個月 結束 September 30, 2024(a) | |||||||
投資運營淨增加 | ||||||||
投資收益(損失)的淨額 | $ | $ | ( | ) | ||||
比特幣投資實現收益淨額 | ||||||||
比特幣投資淨未實現升值(折舊)變動 | ||||||||
因業務運營導致的淨資產增加 | ||||||||
資本份額交易 | ||||||||
發行股份的捐款 | ||||||||
贖回股份的提款 | ( | ) | ( | ) | ||||
總共股份交易 | ||||||||
淨資產增加 淨資產增加 | ||||||||
淨資產: | ||||||||
期初 | ||||||||
期末 | $ | $ |
(a) |
The accompanying notes are an integral part of these financial statements.
3 |
VANECK BITCOIN ETF
Schedule of Investment as
of September 30, 2024(a)
(Unaudited)
Quantity of Bitcoin | Cost | Fair Value | % of Net Assets | |||||
Investment in bitcoin | $ |
$ |
||||||
Net Assets | $ |
(a) |
The accompanying notes are an integral part of these financial statements.
4 |
VANECK BITCOIN ETF
Notes to the Unaudited Financial Statements
September 30, 2024
Note 1. Organization:
The VanEck Bitcoin ETF (the “Trust”) (formerly known as VanEck Bitcoin Trust), a Delaware statutory trust, is an exchange-traded fund that issues common shares of beneficial interest in an ownership of the Trust (the “Shares”). The Shares are traded on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust’s investment objective is to reflect the performance of the price 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. | |
B. | |
C. | |
5 |
VANECK BITCOIN ETF
Notes to the Unaudited Financial Statements (Continued)
September 30, 2024
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.
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Investment in bitcoin | $ | $ | — | $ | — | $ |
Bitcoin | Fair Value | ||||||||
Beginning balance as of January 1, 2024 | — | $ | — | ||||||
Bitcoin contributed | |||||||||
Bitcoin withdrawn | ( | ) | ( | ) | |||||
Net change in unrealized appreciation on investment in bitcoin | — | ||||||||
Net realized gain on investment in bitcoin | — | ||||||||
Ending balance as of September 30, 2024 | $ |
The Trust did not hold any bitcoin as of December 31, 2023.
D. | |
E. | |
F. | |
6 |
VANECK BITCOIN ETF
Notes to the Unaudited Financial Statements (Continued)
September 30, 2024
Note 3. Trust Expenses and Other Agreements
The Trust pays the Sponsor a unified fee (the “Sponsor
Fee”) of
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 and may also hold bitcoin at the Additional Bitcoin Custodian, both of which are regulated third-party custodians that carry insurance (in the case of the Additional Bitcoin Custodian, such insurance is carried by its parent, Coinbase Inc., and is intended to cover the loss of client assets held by Coinbase Inc. and its subsidiaries, including the Additional Bitcoin Custodian) and are responsible for safekeeping of bitcoin owned by the Trust and holding 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 NAV. 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 September
30, 2024, the Seed Capital Investor’s ownership in the Trust represents approximately
VanEck is a minority interest holder in the parent
company of the Bitcoin Custodian, representing less than
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 baskets
consisting of
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 which is equal to the combined NAV of the number of Shares included in the baskets being
7 |
VANECK BITCOIN ETF
Notes to the Unaudited Financial Statements (Continued)
September 30, 2024
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 Custodians to facilitate settlement of the Shares and bitcoin.
Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | ||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||
Beginning of period | $ | (a) | $ | ||||||||||||||||
Shares issued | (b) | ||||||||||||||||||
Shares redeemed | ( | ) | ( | ) | ( | ) | (b) | ( | ) | ||||||||||
Ending of period | $ | $ |
(a) | VanEck was the sole shareholder as of December 31, 2023. |
(b) |
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 few decades, 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 Securities and Exchange Commission (the “SEC”) or Commodity Futures Trading Commission, 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.
8 |
VANECK BITCOIN ETF
Notes to the Unaudited Financial Statements (Continued)
September 30, 2024
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)
Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | |||||||
Net asset value per share, beginning of period | $ | $ | ||||||
From investment operations: | ||||||||
Net investment loss(b) | ( | ) | ||||||
Net realized gain and change in unrealized appreciation/depreciation on investments in bitcoin | ||||||||
Total increase (decrease) resulting from operations | ||||||||
Net asset value per share, end of period | $ | $ | ||||||
Total return(c) | % | % | ||||||
Ratios to average net assets(d) | ||||||||
Expenses before fee waiver | % | % | ||||||
Expenses after fee waiver | % | % | ||||||
Net investment loss | % | ( | )% | |||||
Portfolio turnover rate(c) | % | % |
(a) | |
(b) | |
(c) | |
(d) |
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.
9 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This information should be read in conjunction with the financial statements and notes to financial statements included with this report. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this report that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for bitcoin and the Shares), the operations of the Trust, the plans of the Sponsor 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 upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions is subject to a number of risks and uncertainties, including the special considerations discussed in this Report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this 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, will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Shares issued by the Trust. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor the Sponsor undertakes an obligation to publicly update or conform to actual results any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Introduction
The Trust is a Delaware statutory trust. The Trust does not have directors, officers or employees. The creation and operation of the Trust has been arranged by the Sponsor. The Trust is administered by the Trust Agreement, among the Sponsor, the Trustee and the Delaware Trustee. The Trust is managed and controlled by the Sponsor, a wholly-owned subsidiary of VanEck. The Sponsor is not governed by a board of directors.
The Trust’s investment objective is to reflect the performance of bitcoin less the operating expenses of the Trust. The Trust is a passive investment vehicle that does not seek to pursue any investment strategy beyond tracking the price of bitcoin. The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of bitcoin.
The Trust issues and redeems Shares only in aggregations of 25,000 Shares, a Basket, or integral multiples thereof, and only in transactions with Authorized Participants.
Shares of the Trust trade on the Exchange under the ticker symbol “HODL.”
Computation of Net Asset Value
The Trust’s NAV is calculated based on the Trust’s net asset holdings as reconciled to the Bitcoin Custodians’ accounts on a market approach, determined on a daily basis in accordance with the MarketVectorTM Bitcoin Benchmark Rate price at 4:00 p.m. 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.
10 |
Liquidity
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. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsor’s Fee. The Trust’s only source of liquidity is its sales of bitcoin.
Significant Accounting Policies
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. A description of the valuation of bitcoin, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Computation of Net Asset Value” above. In addition, please refer to Note 2 to the Financial Statements included in this report for further discussion of the Trust’s accounting policies.
Results of Operations
The Quarter Ended September 30, 2024
The Trust’s NAV increased from $614,747,718 at June 30, 2024 to $759,376,653 at September 30, 2024, a 24% increase. The increase in the Trust’s net asset value resulted primarily from the number of outstanding shares increasing from 8,775,000 Shares at June 30, 2024 to 10,600,000 Shares at September 30, 2024. This is the net result of 3,150,000 Shares (126 Baskets) being created and 1,325,000 Shares (53 Baskets) being redeemed during the period. In addition, the price of bitcoin grew 2.26% from $61,926 at June 30, 2024 to $63,326 at September 30, 2024.
The 2.26% increase in the NAV per Share from $70.06 at June 30, 2024 to $71.64 at September 30, 2024 is directly related to the 2.26% increase in the price of bitcoin during this period.
The NAV per Share of $76.75 on July 22, 2024, was the highest during the quarter, compared with a low during the quarter of $60.09 on August 5, 2024.
Net increase in net assets resulting from operations for the quarter ended September 30, 2024, was $15,911,468 resulting from a net unrealized appreciation on investment in bitcoin of $11,414,566, a net realized gain of $4,496,902 on bitcoin sold for the redemption of Shares and a net investment income of $0. The Trust had no expenses during the quarter as they were all waived by the Sponsor.
The Nine-Month Period Ended September 30, 2024
The Trust’s net asset value increased from $100,000 at December 31, 2023 to $759,376,653 at September 30, 2024, a 759,277% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding shares, which increased from 2,000 Shares at December 31, 2023 to 10,600,000 Shares at September 30, 2024. This is the net result of 12,900,000 Shares (438 Baskets) being created and 2,302,000 Shares (90 Baskets) being redeemed during the period, and an increase in the price of bitcoin, which grew 43.33% from $44,182 at January 4, 2024 to $63,326 at September 30, 2024.
The 43.28% increase in the NAV per Share from $50.00 at December 31, 2023 to $71.64 at September 30, 2024 is directly related to the 43.33% increase in the price of bitcoin during this period.
The NAV per Share of $82.73 on March 13, 2024, was the highest during the period, compared with a low during the period of $44.40 on January 23, 2024.
Net increase in net assets resulting from operations for the nine-month period ended September 30, 2024, was $38,425,905, resulting from an net unrealized appreciation on investment in bitcoin of $24,957,145, a net realized gain of $13,521,354 on bitcoin sold for the redemption of Shares, a net realized gain of $10,977 from bitcoin sold to pay expenses during the nine-month period, and a net investment loss of $63,571. Other than the Sponsor Fee of $63,571, the Trust had no other expenses during the nine-month period.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of
11 |
the period covered by this report to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
12 |
Part II. OTHER INFORMATION.
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
There have been no material changes to the Risk Factors last reported under Part I, Item 1A of the registrant’s Annual Report on Form 10-K for the period ended December 31, 2023, filed with the Securities and Exchange Commission on March 28, 2024
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
a) None.
b) Not applicable.
c) 1,325,000 Shares (53 Baskets) were redeemed during the quarter ended September 30, 2024.
Period | Total Number of Shares Redeemed |
Average Per Share |
||||||
07/01/24 to 07/31/24 | 575,000 | $ | 76.44 | |||||
08/01/24 to 08/31/24 | 625,000 | 70.20 | ||||||
09/01/24 to 09/30/24 | 125,000 | 65.52 | ||||||
Total | 1,325,000 | $ | 72.47 |
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
13 |
EXHIBIT INDEX
* Filed herewith.
14 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.
VANECK DIGITAL ASSETS, LLC
Sponsor of VanEck Bitcoin ETF
By: | /s/ Jan F. van Eck* | |
Jan F. van Eck | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
By: | /s/ John J. Crimmins* | |
John J. Crimmins | ||
Vice President, Chief Financial Officer and Treasurer | ||
(Principal Financial Officer and Principal Accounting Officer) |
Date: November 12, 2024
* The Registrant is a trust and the persons are signing in their capacities as officers of VanEck Digital Assets, LLC., the Sponsor of the Registrant.
15 |