Correspondence 0001999371-24-000245 from CoinShares Valkyrie Bitcoin Fund (BRRR) (CIK 0001841175) (BRRR)
CoinShares Valkyrie Bitcoin Fund (BRRR) (CIK 0001841175)
Date: Jan. 9, 2024 · CIK: 0001841175 · Accession: 0001999371-24-000245
AI Filing Summary & Sentiment
File numbers found in text: 333-252344
Letter
Via EDGAR Correspondence United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Re: Valkyrie Bitcoin Fund File No. 333-252344
Dear Mss. Bednarowski and Berkheimer:
This letter responds to your comments regarding amendment no. 6 to the registration statement filed on Form S-1 for the Valkyrie Bitcoin Fund (the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on January 8, 2024 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.
Comment 1 – General
In order to meet your anticipated timing, please respond to these comments and amend your registration statement no later than 10:00 a.m. (EST) on January 9, 2024.
Response to Comment 1
The Sponsor, on behalf of the Trust, acknowledges the deadline to respond to comments.
Comment 2 – General
Please add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing products.
January 9, 2024
Page 2
Response to Comment 2
The disclosure has been revised in accordance with the Staff’s comment. Please refer to the new risk factor: The Authorized Participants serve in such capacity for several competing exchange-traded bitcoin products, which could adversely affect the market for the Shares.
Comment 3 – Calculation of NAV. The Secondary Index
Refer to your response to comment 7 in the correspondence filed for the Registration Statement on January 8, 2024. Please revise to disclose the exchanges used in the Secondary Index and disclose how these exchanges are selected. In addition, please describe how the characteristics (oversight, microstructure and technology) are evaluated and weighted in Step 1, disclose the evaluation window for Step 3 and clarify how the “executed exchange price” is determined. Further, please disclose how the Sponsor will notify investors of any material adjustments to the Secondary Index, including a change in methodology or a change in the exchanges, and disclose here and in your risk factor on page 46 the date that the Secondary Index was first launched.
Response to Comment 3
The disclosure has been revised in accordance with the Staff’s comment.
Comment 4 – The Sponsor. Relationship to CoinShares
Please revise to disclose when CoinShares International Limited’s option expires.
Response to Comment 4
The disclosure has been revised to disclose when CoinShares International Limited’s option expires.
Comment 5 – Description of Creation and Redemption of Shares. Redemption Procedures
Please revise to disclose here what happens if there is a difference between the price received for the bitcoin in connection with redemptions and the valuation of bitcoin as part of the Trust’s NAV calculation.
January 9, 2024
Page 3
Response to Comment 5
The disclosure has been revised to disclose what happens if there is a difference between the price received for the bitcoin in connection with redemptions and the valuation of bitcoin as part of the Trust’s NAV calculation.
Comment 6 – Governing Law; Consent to Jurisdiction
Refer to your response to comment 10 in the correspondence filed for the Registration Statement on January 8, 2024. You disclose here that “[t]he Sponsor, the Trust and DTC and, by accepting Shares, each DTC Participant and each Shareholder consent to the exclusive jurisdiction of the courts of the State of Delaware and any federal courts located in Delaware, provided that (i) the forum selection provisions do not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder.” This provision, however, does not appear in your governing documents. Please either revise your governing documents to include this provision or revise to remove this disclosure.
Response to Comment 6
The disclosure referenced on page 87 has been removed from the Registration Statement.
********
Please call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler
llp
Show Raw Text
CORRESP
1
filename1.htm
Morrison C. Warren
Partner
Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, Illinois 60606
T (312) 845-3484
warren@chapman.com
January
9, 2024
Via
EDGAR Correspondence
United
States Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, D.C. 20549
Re: Valkyrie
Bitcoin Fund
File
No. 333-252344
Dear
Mss. Bednarowski and Berkheimer:
This
letter responds to your comments regarding amendment no. 6 to the registration statement filed on Form S-1 for the Valkyrie Bitcoin
Fund (the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on January
8, 2024 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings
ascribed to them in the Registration Statement.
Comment
1 – General
In
order to meet your anticipated timing, please respond to these comments and amend your registration statement no later than 10:00 a.m.
(EST) on January 9, 2024.
Response
to Comment 1
The
Sponsor, on behalf of the Trust, acknowledges the deadline to respond to comments.
Comment
2 – General
Please
add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing
products.
January 9, 2024
Page 2
Response
to Comment 2
The
disclosure has been revised in accordance with the Staff’s comment. Please refer to the new risk factor: The Authorized Participants
serve in such capacity for several competing exchange-traded bitcoin products, which could adversely affect the market for the Shares.
Comment
3 – Calculation of NAV. The Secondary Index
Refer
to your response to comment 7 in the correspondence filed for the Registration Statement on January 8, 2024. Please revise to disclose
the exchanges used in the Secondary Index and disclose how these exchanges are selected. In addition, please describe how the characteristics
(oversight, microstructure and technology) are evaluated and weighted in Step 1, disclose the evaluation window for Step 3 and clarify
how the “executed exchange price” is determined. Further, please disclose how the Sponsor will notify investors of any material
adjustments to the Secondary Index, including a change in methodology or a change in the exchanges, and disclose here and in your risk
factor on page 46 the date that the Secondary Index was first launched.
Response
to Comment 3
The
disclosure has been revised in accordance with the Staff’s comment.
Comment
4 – The Sponsor. Relationship to CoinShares
Please
revise to disclose when CoinShares International Limited’s option expires.
Response
to Comment 4
The
disclosure has been revised to disclose when CoinShares International Limited’s option expires.
Comment
5 – Description of Creation and Redemption of Shares. Redemption Procedures
Please
revise to disclose here what happens if there is a difference between the price received for the bitcoin in connection with redemptions
and the valuation of bitcoin as part of the Trust’s NAV calculation.
January 9, 2024
Page 3
Response
to Comment 5
The
disclosure has been revised to disclose what happens if there is a difference between the price received for the bitcoin in connection
with redemptions and the valuation of bitcoin as part of the Trust’s NAV calculation.
Comment
6 – Governing Law; Consent to Jurisdiction
Refer
to your response to comment 10 in the correspondence filed for the Registration Statement on January 8, 2024. You disclose here that
“[t]he Sponsor, the Trust and DTC and, by accepting Shares, each DTC Participant and each Shareholder consent to the exclusive jurisdiction
of the courts of the State of Delaware and any federal courts located in Delaware, provided that (i) the forum selection provisions do
not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction and (ii) the federal district courts of the United States of America shall be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder.”
This provision, however, does not appear in your governing documents. Please either revise your governing documents to include this provision
or revise to remove this disclosure.
Response
to Comment 6
The
disclosure referenced on page 87 has been removed from the Registration Statement.
********
Please
call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler
llp
By:
/s/ Morrison
C. Warren
Morrison C. Warren