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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23725
Valkyrie
ETF Trust II
(Exact name of registrant as specified in charter)
437 Madison
Avenue, 28th Floor
New York,
NY 10022
(Address of principal executive offices) (Zip code)
Corporation Service Company
251 Little Falls Drive
Wilmington,
DE 19808
(Name and address of agent for service)
(202) 854-1343
Registrant’s telephone number, including area
code
Date of fiscal year end: September
30, 2025
Date of reporting period: September
30, 2025
Item 1. Reports to Stockholders.
(a)
|
|
|
|
|
CoinShares Bitcoin and Ether ETF
|
|
|
BTF (Principal U.S. Listing Exchange: NASDAQ)
|
|
Annual Shareholder Report | September 30, 2025
|
This annual shareholder report contains important information about the CoinShares Bitcoin and Ether ETF (the “Fund”) for the period of October 1, 2024, to September 30, 2025. You can find additional information about the Fund at https://coinshares.com/us/etf/btf/. You can also request this information by contacting us at 1-800-617-0004.
WHAT WERE THE FUND COSTS FOR THE PAST YEAR? (based on a hypothetical $10,000 investment)
|
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
CoinShares Bitcoin and Ether ETF
|
$160
|
1.24%
|
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
For the 12-month period ended September 30, 2025, the Fund saw positive performance with a 58.79% return based on NAV. The Fund seeks investment results, before fees and expenses, that correspond to the performance of an equal-weight basket of Bitcoin and Eether. The Fund invests in CME futures contracts that should produce daily returns consistent with the Fund’s investment objective.
WHAT FACTORS INFLUENCED PERFORMANCE
Fund performance was primarily driven by the total return of the CME futures contracts held by the Fund, including the performance of the reference assets of those futures contracts, expenses, transaction costs, and other miscellaneous factors.
During the 12-month period ended September 30, 2025, the newly elected U.S. administration immediately promoted digital asset expansion, innovation, and adoption which enabled broader growth and development in more diversified products and services. The GENIUS Act passed in the summer of 2025 established the first regulatory framework for stablecoins specifically defining requirements for reserves, audits, and reporting. This provided regulatory clarity and legitimacy, as well as consumer protection and market stability, that would encourage institutional investment and participation.
The Fund has maintained its strategy to gain exposure to the price movements of both Bitcoin and Ether using front-month CME Bitcoin and Ether futures contracts with an approximate equal weighting and monthly rebalancing to ensure alignment with its notional value targets.
| CoinShares Bitcoin and Ether ETF
|
PAGE 1
|
TSR-AR-91917A108 |
BTF performed well throughout the fourth quarter of 2024 following the momentum created by the anticipated pro-crypto regulation proposals from the incoming US administration that drove prices of Bitcoin and Ether higher.
Macroeconomic uncertainty and overall market risk-off sentiment due to possible tariff and trade restrictions caused prices in digital assets, as well as the broader stock market, to decline during the first four months of 2025. However, as the reality of the implementation of tariffs was discovered to be slower than expected, Bitcoin and Ether reacted positively, climbing to historical highs seen during the summer months then finally settling in range by September.
With the passing of the GENIUS Act over the summer, and Ether seen as the front-runner for implementation and operation of stablecoins with Tether’s USDT, the largest stablecoin, and Circle Group (CRCL) and Coinbase’s (COIN) USDC, the second-largest stablecoin already using the blockchain, Ether performance rose about 60% from about $2,500 to about $4,000 during the third quarter alone. The utility and architecture of the blockchain, as well as the designed security and speed, provides the necessary foundation for the growth seen in stablecoins.
Key factors affecting the Fund’s performance included the total return of the derivatives held by the Fund, the performance of the reference assets linked to those derivatives, financing rates paid or earned, the types of derivative contracts used, and their correlation to the Fund’s Index. Additionally, expenses, transaction costs, the volatility of the digital asset market (and its impact on compounding), and other miscellaneous factors played a role in shaping performance.
The views and opinions expressed herein of the Fund’s performance are those of the adviser. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security, or the Fund.
HOW DID THE FUND PERFORM SINCE INCEPTION?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted and assumes the maximum sales charge. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, including 12b-1 fees, management fees and other expenses were deducted.
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
ANNUAL AVERAGE TOTAL RETURN (%)
|
|
|
|
|
1 Year
|
Since Inception (10/21/2021)
|
|
CoinShares Bitcoin and Ether ETF NAV
|
58.79
|
5.46
|
|
S&P 500 TR
|
17.60
|
11.93
|
Visit https://coinshares.com/us/etf/btf/ for more recent performance information.
| * |
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
| CoinShares Bitcoin and Ether ETF
|
PAGE 2
|
TSR-AR-91917A108 |
KEY FUND STATISTICS (as of September 30, 2025)
|
|
|
Net Assets
|
$40,764,978
|
|
Number of Holdings
|
2
|
|
Net Advisory Fee
|
$353,789
|
|
Portfolio Turnover
|
0%
|
WHAT DID THE FUND INVEST IN? (as of September 30, 2025)
|
|
|
Top Holdings
|
(% of Net Assets)
|
|
First American Treasury Obligations Fund - Class X
|
61.1%
|
|
United States Treasury Bill
|
56.3%
|
|
|
|
Security Type
|
(% of Net Assets)
|
|
Money Market Funds
|
61.1%
|
|
U.S. Treasury Bills
|
56.3%
|
|
Futures Contracts
|
3.0%
|
|
Reverse Repurchase Agreements
|
-47.9%
|
|
Cash & Other
|
27.5%
|
|
|
|
Instrument / Security Type
|
(% of Total Exposure)
|
|
CME Ether Futures Contracts
|
50.4%
|
|
CME Bitcoin Futures Contracts
|
49.4%
|
On July 15, 2025, the Fund’s name changed to CoinShares Bitcoin and Ether ETF. The Fund continues to trade on the Nasdaq Stock Market LLC under the ticker symbol “BTF”.
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://coinshares.com/us/etf/btf/
The Fund is distributed by ALPS Distributors, Inc..
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Valkyrie Funds LLC documents not be householded, please contact Valkyrie Funds LLC at 1-800-617-0004, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Valkyrie Funds LLC or your financial intermediary.
| CoinShares Bitcoin and Ether ETF
|
PAGE 3
|
TSR-AR-91917A108 |
100002995406577671233410000799797261326215596
|
|
|
|
|
CoinShares Bitcoin Leverage ETF
|
|
|
BTFX (Principal U.S. Listing Exchange: NASDAQ)
|
|
Annual Shareholder Report | September 30, 2025
|
This annual shareholder report contains important information about the CoinShares Bitcoin Leverage ETF (the “Fund”) for the period of October 1, 2024, to September 30, 2025. You can find additional information about the Fund at https://coinshares.com/us/etf/btfx/. You can also request this information by contacting us at 1-800-617-0004.
WHAT WERE THE FUND COSTS FOR THE PAST YEAR? (based on a hypothetical $10,000 investment)
|
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
CoinShares Bitcoin Leverage ETF
|
$288
|
1.85%
|
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
For the 12-month period ended September 30, 2025, the Fund saw positive performance with a 111.68% return based on NAV.
The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P Bitcoin Futures Index Excess Return (the “Index”). The Fund invests in CME futures contracts that should produce daily returns consistent with the Fund’s investment objective. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day.
WHAT FACTORS INFLUENCED PERFORMANCE
The Fund’s performance was primarily influenced by the total return of spot Bitcoin, which serves as the reference asset for the CME Bitcoin futures held by the Fund. Other factors which influenced performance included market conditions impacting both Bitcoin and Bitcoin futures, as well as the volatility of these assets. Additionally, the compounded effect of daily repositioning the Fund to maintain approximately 200% investment exposure played a significant role.
Other notable factors included the costs associated with rolling futures contracts as they near maturity, as well as fund fees, expenses, and transaction costs.
Bitcoin total return was positive for the 12-month period ended September 30, 2025. Over the same period, the Index posted a total return of 65.02%.
Key factors affecting the Fund’s performance included the total return of the derivatives held by the Fund, the performance of the reference assets linked to those derivatives, financing rates paid or earned, the types of derivative contracts used, and their correlation to the Fund’s Index. Additionally, expenses, transaction costs, the volatility of the Fund’s Index (and its impact on compounding), and other miscellaneous factors played a role in shaping performance.
The views and opinions expressed herein of the Fund’s performance are those of the adviser. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security, or the Fund.
HOW DID THE FUND PERFORM SINCE INCEPTION?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted and assumes the maximum sales charge. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, including 12b-1 fees, management fees and other expenses were deducted.
| CoinShares Bitcoin Leverage ETF
|
PAGE 1
|
TSR-AR-91917A504 |
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
ANNUAL AVERAGE TOTAL RETURN (%)
|
|
|
|
|
1 Year
|
Since Inception (02/21/2024)
|
|
CoinShares Bitcoin Leverage ETF NAV
|
111.68
|
66.92
|
|
S&P 500 TR
|
17.60
|
21.72
|
Visit https://coinshares.com/us/etf/btfx/ for more recent performance information.
| * |
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
KEY FUND STATISTICS (as of September 30, 2025)
|
|
|
Net Assets
|
$15,101,735
|
|
Number of Holdings
|
1
|
|
Net Advisory Fee
|
$304,900
|
|
Portfolio Turnover
|
0%
|
WHAT DID THE FUND INVEST IN? (as of September 30, 2025)
|
|
|
Top Holdings
|
(% of Net Assets)
|
|
First American Treasury Obligations Fund - Class X
|
80.0%
|
|
|
|
Security Type
|
(% of Net Assets)
|
|
Money Market Funds
|
80.0%
|
|
Futures Contracts
|
3.4%
|
|
Cash & Other
|
16.6%
|
|
|
|
Instrument / Security Type
|
(% of Total Exposure)
|
|
CME Bitcoin Futures Contracts
|
76.3%
|
On July 15, 2025, the Fund’s name changed to CoinShares Bitcoin Leverage ETF. The Fund continues to trade on the Nasdaq Stock Market LLC under the ticker symbol “BTFX”.
On November 17, 2025, the Board of Trustees approved the liquidation of the Fund. The Fund will cease operations and distribute all remaining assets to shareholders on or around December 16, 2025. After this date, the Fund will no longer be offered, and all outstanding shares will be redeemed.
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://coinshares.com/us/etf/btfx/
The Fund is distributed by ALPS Distributors, Inc..
| CoinShares Bitcoin Leverage ETF
|
PAGE 2
|
TSR-AR-91917A504 |
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Valkyrie Funds LLC documents not be householded, please contact Valkyrie Funds LLC at 1-800-617-0004, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Valkyrie Funds LLC or your financial intermediary.
| CoinShares Bitcoin Leverage ETF
|
PAGE 3
|
TSR-AR-91917A504 |
100001076922795100001166413717
|
|
|
|
|
CoinShares Bitcoin Mining ETF
|
|
|
WGMI (Principal U.S. Listing Exchange: NASDAQ)
|
|
Annual Shareholder Report | September 30, 2025
|
This annual shareholder report contains important information about the CoinShares Bitcoin Mining ETF (the “Fund”) for the period of October 1, 2024, to September 30, 2025. You can find additional information about the Fund at https://coinshares.com/us/etf/wgmi/. You can also request this information by contacting us at 1-800-617-0004.
WHAT WERE THE FUND COSTS FOR THE PAST YEAR? (based on a hypothetical $10,000 investment)
|
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
CoinShares Bitcoin Mining ETF
|
$125
|
0.75%
|
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
For the 12-month period ended September 30, 2025, the Fund saw positive performance with a 133.78% return based on NAV. The Fund offers exposure to publicly listed Bitcoin miners primarily based in North America.
WHAT FACTORS INFLUENCED PERFORMANCE
During the 12-month period ended September 30, 2025, the newly elected U.S. administration immediately promoted digital asset expansion, innovation, and adoption which enabled broader growth and development in more diversified products and services. The GENIUS Act passed in the summer of 2025 established the first regulatory framework for stablecoins specifically defining requirements for reserves, audits, and reporting. The Act sought to extend regulatory clarity and legitimacy, as well as consumer protection and market stability, that would encourage institutional investment and participation.
Bitcoin miners capitalized on their established infrastructure and valuable connectivity to the power grid. The recent pivot by Bitcoin miners to host AI workloads over the past year has led to outperformance compared to Bitcoin.
Bitcoin mining companies have kept their focus on finding and developing sites near advantageous implementable sites. Revenues from Bitcoin mining remain strong, and hashrate, a performance metric measuring speed to verify a new block, has risen notably during the third quarter by 22%, and 33% year to date, surpassing the 1 zetahash per second threshold in September. This is a marked achievement in computational power, security, and industry confidence in the blockchain.
Allocations remained focused on reported productivity, debt management, and capital expenditure strategy related to infrastructure, power sourcing, and external party hosting.
|
|
|
Top Contributors
|
|
↑
|
IREN, Ltd., Cipher Mining, Inc.
|
|
|
|
Top Detractors
|
|
↓
|
MARA Holdings, Inc., BitFuFu, Inc. - Class A
|
Fund performance over the past fiscal year was mainly attributed to the growth and investment of AI power infrastructure sought by tech companies that require high energy requirements at data center facilities. Bitcoin miners already possess this connectivity to the energy grid as companies have expanded their footprint over the past five years at strategic locations across the United States and Canada.
The Stargate project was one of the first infrastructure plans announced by the newly sworn-in administration in January, with the venture including SoftBank, Oracle, and OpenAI. The investment goal was projected to be $500 billion by 2029, directed at specific infrastructure dedicated to AI development. Bitcoin miners were front-runners of this energy strategy for years, and investors realized the potential growth and valuation starting in the spring.
| CoinShares Bitcoin Mining ETF
|
PAGE 1
|
TSR-AR-91917A207 |
The views and opinions expressed herein of the Fund’s performance are those of the adviser. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security, or the Fund.
HOW DID THE FUND PERFORM SINCE INCEPTION?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted and assumes the maximum sales charge. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, including 12b-1 fees, management fees and other expenses were deducted.
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
ANNUAL AVERAGE TOTAL RETURN (%)
|
|
|
|
|
1 Year
|
Since Inception (02/07/2022)
|
|
CoinShares Bitcoin Mining ETF NAV
|
133.72
|
15.66
|
|
S&P 500 TR
|
17.60
|
13.30
|
Visit https://coinshares.com/us/etf/wgmi/ for more recent performance information.
| * |
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
KEY FUND STATISTICS (as of September 30, 2025)
|
|
|
Net Assets
|
$259,897,253
|
|
Number of Holdings
|
22
|
|
Net Advisory Fee
|
$1,324,905
|
|
Portfolio Turnover
|
40%
|
WHAT DID THE FUND INVEST IN? (as of September 30, 2025)
|
|
|
Top 10 Issuers
|
(% of Net Assets)
|
|
IREN, Ltd.
|
19.9%
|
|
Cipher Mining, Inc.
|
14.2%
|
|
Riot Platforms, Inc.
|
7.5%
|
|
Bitfarms, Ltd.
|
7.2%
|
|
Hive Digital Technologies, Ltd.
|
4.9%
|
|
Bitdeer Technologies Group
|
4.8%
|
|
Cleanspark, Inc.
|
4.8%
|
|
Hut 8 Corp.
|
4.8%
|
|
MARA Holdings, Inc.
|
4.7%
|
|
Core Scientific, Inc.
|
4.7%
|
|
|
|
Top Sectors
|
(% of Net Assets)
|
|
Information Technology
|
93.0%
|
|
Financials
|
2.1%
|
|
Consumer Discretionary
|
1.7%
|
|
Cash & Other
|
3.2%
|
| CoinShares Bitcoin Mining ETF
|
PAGE 2
|
TSR-AR-91917A207 |
On July 15, 2025, the Fund’s name changed to CoinShares Bitcoin Mining ETF. The Fund continues to trade on the Nasdaq Stock Market LLC under the ticker symbol “WGMI”.
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://coinshares.com/us/etf/wgmi/
The Fund is distributed by ALPS Distributors, Inc..
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Valkyrie Funds LLC documents not be householded, please contact Valkyrie Funds LLC at 1-800-617-0004, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Valkyrie Funds LLC or your financial intermediary.
| CoinShares Bitcoin Mining ETF
|
PAGE 3
|
TSR-AR-91917A207 |
100003267356272691698910000808398311340515763
(b) Not applicable.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s
principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics
during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during
the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith
Item 3. Audit Committee Financial
Expert.
The registrant’s Board of Trustees has determined that there is at
least one audit committee financial expert serving on its audit committee. Mr. Mark Osterheld is the “audit committee financial
expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4.
Principal Accountant Fees and Services.
The registrant has engaged its principal
accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit
services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services”
refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax
services” refer to professional services rendered by the principal accountant including the review of federal income tax returns,
review of federal excise tax returns, review of state tax returns, if any, and assistance with calculation of required income, capital
gain and excise distributions. There were no “other services” provided by the principal accountant. The following table details
the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees
and other fees by the principal accountant.
| |
FYE
9/30/2025 |
FYE
9/30/2024 |
| (a) Audit Fees |
$54,750 |
$54,750 |
| (b) Audit-Related Fees |
N/A |
N/A |
| (c) Tax Fees |
$21,500 |
$20,500 |
| (d) All Other Fees |
N/A |
N/A |
(e)(1) The audit committee has adopted pre-approval policies and procedures
that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any
entity affiliated with the registrant.
(e)(2) For the fiscal years ended September
30, 2025 and September 30, 2024, the Funds’ Audit Committee did not waive the pre-approval requirement of any non-audit services to
be provided to the Funds by Cohen & Company, LTD.
(f) Not applicable.
(g) The following table indicates the non-audit fees billed or expected
to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and
any other controlling entity, etc.—not sub-adviser) for the last two years.
| Non-Audit
Related Fees |
FYE
9/30/2025 |
FYE
9/30/2024 |
| Registrant |
$21,500 |
$20,500 |
| Registrant’s Investment
Adviser |
$15,000 |
$15,000 |
(h) The audit committee of the board of trustees/directors has considered
whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining
the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not
compromised the accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5.
Audit Committee of Listed Registrants.
| (a) |
The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as
follows: Keith Fletcher, Stephen Lehman, and Mark Osterheld. |
Item 6.
Investments.
| (a) |
Schedule of Investments is included as part of the report to shareholders filed under Item 7 of this Form. |
Item 7.
Financial Statements and Financial Highlights for Open-End Investment Companies.
VALKYRIE
ETF TRUST II
COINSHARES
BITCOIN AND ETHER ETF
COINSHARES
BITCOIN LEVERAGE ETF
COINSHARES
BITCOIN MINING ETF
Core
Financial Statements
September
30, 2025
TABLE
OF CONTENTS
|
*
|
The Statements of Assets and Liabilities, Statements
of Operations, Statements of Changes in Net Assets, and Financial Highlights are consolidated as applicable. |
TABLE OF CONTENTS
CoinShares
Bitcoin and Ether ETF
CONSOLIDATED
SCHEDULE OF INVESTMENTS
September 30,
2025
|
|
|
|
|
|
|
|
|
U.S.
TREASURY BILLS - 56.3%
|
|
|
|
|
|
|
|
U.S.
Treasury Bill,
4.13%,
10/30/2025(a)(c) |
|
|
$23,000,000 |
|
|
$22,924,938
|
|
TOTAL
U.S. TREASURY BILLS
(Cost
$22,923,463) |
|
|
|
|
|
22,924,938
|
|
MONEY
MARKET FUNDS - 61.1%
|
|
|
|
|
|
|
|
First
American Treasury Obligations Fund - Class X, 4.02%(b)(e) |
|
|
24,927,160 |
|
|
24,927,160
|
|
TOTAL
MONEY MARKET FUNDS
(Cost
$24,927,160) |
|
|
|
|
|
24,927,160
|
|
TOTAL
INVESTMENTS - 117.4%
(Cost
$47,850,623) |
|
|
|
|
|
$47,852,098
|
|
Liabilities
in Excess of Other
Assets
– (17.4%)(d) |
|
|
|
|
|
(7,087,120)
|
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$40,764,978 |
|
|
|
|
|
|
|
|
Par
amount is in USD unless otherwise indicated.
Percentages
are stated as a percent of net assets.
|
(a)
|
The rate disclosed
is the annualized discount rate as of September 30, 2025. |
|
(b)
|
The rate shown
represents the 7-day annualized yield as of September 30, 2025. |
|
(c)
|
All or a portion
of the security has been pledged as collateral in connection with open reverse repurchase agreements. At September 30, 2025, the value
of securities pledged amounted to $19,934,720.
|
|
(d)
|
Includes assets
and deposits with broker pledged as collateral for derivative contracts. At September 30, 2025, the value of these assets totals $13,831,022.
|
|
(e)
|
Fair Value of this
security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is
available from the SEC’s EDGAR database at www.sec.gov. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin and Ether ETF
Consolidated
Schedule of Reverse Repurchase Agreements
September 30,
2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
StoneX
Financial, Inc. |
|
|
5.50% |
|
|
09/29/2025 |
|
|
10/01/2025 |
|
|
$15,625,973 |
|
|
$15,621,200
|
|
StoneX
Financial, Inc. |
|
|
6.00% |
|
|
09/30/2025 |
|
|
10/01/2025 |
|
|
3,905,951 |
|
|
3,905,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
19,531,924 |
|
|
$19,526,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
reverse repurchase agreement, although structured as a sale and repurchase obligation, acts as a financing transaction under which the
Fund will effectively pledge certain assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes
the loan in an amount less than the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, the Fund
will be required to repay the loan and interest and correspondingly receive back its collateral. While used as collateral, the pledged
assets continue to pay principal and interest which are for the benefit of the Fund.
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin and Ether ETF
Consolidated
Schedule of Futures Contracts
September 30,
2025
The
following futures contracts of the Fund’s wholly-owned subsidiary were open at September 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CME
Bitcoin Futures |
|
|
35 |
|
|
Oct-25 |
|
|
$20,157,375 |
|
|
$599,217 |
|
|
$—
|
|
CME
Ether Futures |
|
|
98 |
|
|
Oct-25 |
|
|
20,538,350 |
|
|
649,329 |
|
|
(4,628)
|
|
|
|
|
|
|
|
|
|
|
$40,695,725 |
|
|
$1,248,546 |
|
|
$(4,628) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin Leverage ETF
CONSOLIDATED
SCHEDULE OF INVESTMENTS
September 30,
2025
|
|
|
|
|
|
|
|
|
MONEY
MARKET FUNDS - 80.0%
|
|
|
|
|
|
|
|
First
American Treasury Obligations Fund - Class X, 4.02%(a)(c) |
|
|
12,077,554 |
|
|
$12,077,554
|
|
TOTAL
MONEY MARKET FUNDS
(Cost
$12,077,554) |
|
|
|
|
|
12,077,554
|
|
TOTAL
INVESTMENTS - 80.0%
(Cost
$12,077,554) |
|
|
|
|
|
12,077,554
|
|
Other
Assets in Excess of
Liabilities
- 20.0%(b) |
|
|
|
|
|
3,024,181
|
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$15,101,735 |
|
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
|
(a)
|
The rate shown
represents the 7-day annualized yield as of September 30, 2025. |
|
(b)
|
Includes assets
and deposits with broker pledged as collateral for derivative contracts. At September 30, 2025, the value of these assets totals
$3,046,572. |
|
(c)
|
Fair value of this
security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements,
is available from the SEC’s EDGAR database at www.sec.gov. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin Leverage ETF
Consolidated
Schedule of Futures Contracts
September 30,
2025
The
following futures contracts of the Fund’s wholly-owned subsidiary were open at September 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CME
Bitcoin Futures |
|
|
20 |
|
|
Oct-25 |
|
|
$11,518,500 |
|
|
$516,110 |
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
$11,518,500 |
|
|
$516,110 |
|
|
$— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin Mining ETF
Schedule
of Investments
September 30,
2025
|
|
|
|
|
|
|
|
|
COMMON
STOCKS - 96.8%
|
|
|
|
|
|
|
|
Capital
Markets - 1.2%
|
|
|
|
|
|
|
|
Galaxy
Digital, Inc. - Class A(a) |
|
|
88,752 |
|
|
$3,000,705
|
|
Financial
Services - 0.9%
|
|
|
|
|
|
|
|
Block,
Inc.(a) |
|
|
32,374 |
|
|
2,339,669
|
|
IT
Services - 9.4%
|
|
|
|
|
|
|
|
Applied
Digital Corp.(a) |
|
|
530,219 |
|
|
12,163,224
|
|
Core
Scientific, Inc.(a) |
|
|
681,300 |
|
|
12,222,522
|
|
|
|
|
|
|
|
24,385,746
|
|
Semiconductors
& Semiconductor Equipment - 3.3%
|
|
|
|
|
|
|
|
NVIDIA
Corp. |
|
|
38,552 |
|
|
7,193,032
|
|
Taiwan
Semiconductor Manufacturing Co., Ltd. - ADR |
|
|
5,283 |
|
|
1,475,489
|
|
|
|
|
|
|
|
8,668,521
|
|
Software
- 79.8%(b)
|
|
|
|
|
|
|
|
American
Bitcoin Corp. - Class A(a) |
|
|
161,347 |
|
|
1,087,476
|
|
Bit
Digital, Inc.(a) |
|
|
770,700 |
|
|
2,312,100
|
|
Bitdeer
Technologies Group - Class A(a) |
|
|
728,247 |
|
|
12,445,741
|
|
Bitfarms,
Ltd.(a) |
|
|
6,640,155 |
|
|
18,725,237
|
|
BitFuFu,
Inc. - Class A(a) |
|
|
186,052 |
|
|
697,695
|
|
Cipher
Mining, Inc.(a) |
|
|
2,929,575 |
|
|
36,883,349
|
|
Cleanspark,
Inc.(a) |
|
|
856,218 |
|
|
12,415,161
|
|
Digi
Power X, Inc.(a) |
|
|
1,014,421 |
|
|
2,323,024
|
|
HIVE
Digital Technologies, Ltd.(a) |
|
|
3,133,775 |
|
|
12,629,113
|
|
Hut
8 Corp.(a) |
|
|
355,186 |
|
|
12,364,025
|
|
IREN,
Ltd.(a) |
|
|
1,100,355 |
|
|
51,639,660
|
|
MARA
Holdings, Inc.(a) |
|
|
673,823 |
|
|
12,304,008
|
|
Riot
Platforms, Inc.(a) |
|
|
1,030,283 |
|
|
19,606,286
|
|
Terawulf,
Inc.(a) |
|
|
1,053,888 |
|
|
12,035,401
|
|
|
|
|
|
|
|
207,468,276
|
|
Specialty
Retail - 1.7%
|
|
|
|
|
|
|
|
Cango,
Inc. - ADR(a) |
|
|
1,044,150 |
|
|
4,427,196
|
|
Technology
Hardware, Storage & Peripherals - 0.5%
|
|
|
|
|
|
|
|
Canaan,
Inc. - ADR(a) |
|
|
1,380,148 |
|
|
1,216,739
|
|
TOTAL
COMMON STOCKS
(Cost
$150,676,606) |
|
|
|
|
|
251,506,852
|
|
TOTAL
INVESTMENTS - 96.8%
(Cost
$150,676,606) |
|
|
|
|
|
251,506,852
|
|
Other
Assets in Excess of
Liabilities
- 3.2% |
|
|
|
|
|
8,390,401
|
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$259,897,253 |
|
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
|
(a)
|
Non-income producing
security. |
|
(b)
|
To the extent that
the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments
that significantly affect those industries or sectors. |
The
Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI,
Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service
mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
CONSOLIDATED
STATEMENTS OF ASSETS AND LIABILITIES
September 30,
2025
|
|
|
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
Investments
in securities, at value (cost $47,850,623 and $12,077,554, respectively) |
|
|
$47,852,098 |
|
|
$12,077,554
|
|
Deposits
with broker for derivative instruments |
|
|
12,611,770 |
|
|
3,046,572
|
|
Receivables:
|
|
|
|
|
|
|
|
Interest |
|
|
45,575 |
|
|
9,146
|
|
Total
assets |
|
|
60,509,443 |
|
|
15,133,272
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
Payables:
|
|
|
|
|
|
|
|
Reverse
repurchase agreement (proceeds $19,526,500 and $0, respectively) |
|
|
19,526,500 |
|
|
—
|
|
Management
fees |
|
|
32,284 |
|
|
22,537
|
|
Futures
commission merchant capital charges |
|
|
5,782 |
|
|
—
|
|
Interest
for reverse repurchase agreement |
|
|
5,424 |
|
|
—
|
|
Variation
margin on futures contracts |
|
|
174,475 |
|
|
9,000
|
|
Total
liabilities |
|
|
19,744,465 |
|
|
31,537
|
|
NET
ASSETS |
|
|
$40,764,978 |
|
|
$15,101,735
|
|
Net
Assets Consist of:
|
|
|
|
|
|
|
|
Paid-in
capital |
|
|
$21,561,593 |
|
|
$1,029,758
|
|
Total
distributable earnings |
|
|
19,203,385 |
|
|
14,071,977
|
|
Net
assets |
|
|
$
40,764,978 |
|
|
$15,101,735
|
|
Calculation
of Net Asset Value Per Share:
|
|
|
|
|
|
|
|
Net
assets |
|
|
$40,764,978 |
|
|
$15,101,735
|
|
Shares
outstanding (unlimited number of shares authorized, no par value) |
|
|
2,350,000 |
|
|
265,000
|
|
Net
asset value per share |
|
|
$17.35 |
|
|
$56.99 |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
STATEMENT
OF ASSETS AND LIABILITIES
September 30,
2025
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments
in securities, at value (cost $150,676,606) |
|
|
$251,506,852
|
|
Cash |
|
|
1,467,390
|
|
Receivables:
|
|
|
|
|
Securities
sold |
|
|
29,576,788
|
|
Fund
shares sold |
|
|
3,328,706
|
|
Dividends |
|
|
3,512
|
|
ETF
Variable fee |
|
|
58
|
|
Total
assets |
|
|
285,883,306
|
|
LIABILITIES:
|
|
|
|
|
Payables:
|
|
|
|
|
Securities
purchased |
|
|
9,268,256
|
|
Fund
shares redeemed |
|
|
16,588,418
|
|
Management
fees |
|
|
129,379
|
|
Total
liabilities |
|
|
25,986,053
|
|
NET
ASSETS |
|
|
$
259,897,253 |
|
Net
Assets Consist of:
|
|
|
|
|
Paid-in
capital |
|
|
$185,042,782
|
|
Total
distributable earnings |
|
|
74,854,471
|
|
Net
assets |
|
|
$
259,897,253 |
|
Calculation
of Net Asset Value Per Share:
|
|
|
|
|
Net
assets |
|
|
$259,897,253
|
|
Shares
outstanding (unlimited number of shares authorized, no par value) |
|
|
5,875,000
|
|
Net
asset value per share |
|
|
$44.24 |
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
Consolidated
Statements of Operations
For
the Year Ended September 30, 2025
|
|
|
|
|
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
|
|
|
|
Interest |
|
|
$1,126,222 |
|
|
$138,312
|
|
Total
investment income |
|
|
1,126,222 |
|
|
138,312
|
|
EXPENSES:
|
|
|
|
|
|
|
|
Management
fees |
|
|
353,789 |
|
|
387,388
|
|
Future
commission merchant fees (Note 6) |
|
|
82,853 |
|
|
82,488
|
|
Total
expenses before interest expense |
|
|
436,642 |
|
|
469,876
|
|
Interest
expense on reverse repurchase agreements |
|
|
25,350 |
|
|
—
|
|
Total
expenses |
|
|
461,992 |
|
|
469,876
|
|
Less:
reimbursement by Adviser |
|
|
— |
|
|
(82,488)
|
|
Net
expenses |
|
|
461,992 |
|
|
387,388
|
|
NET
INVESTMENT INCOME/(LOSS) |
|
|
664,230 |
|
|
(249,076)
|
|
REALIZED
AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS AND FUTURES CONTRACTS:
|
|
|
|
|
|
|
|
Net
realized gain on transactions from:
|
|
|
|
|
|
|
|
Investments |
|
|
247 |
|
|
—
|
|
Futures
contracts |
|
|
18,125,026 |
|
|
18,634,179
|
|
Net
change in unrealized appreciation/(depreciation) on:
|
|
|
|
|
|
|
|
Investments |
|
|
(6,495) |
|
|
—
|
|
Futures
contracts |
|
|
1,868,683 |
|
|
965,727
|
|
Net
gain on investments and futures contracts |
|
|
19,987,461 |
|
|
19,599,906
|
|
NET
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$20,651,691 |
|
|
$19,350,830 |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
Statement
of Operations
For
the Year Ended September 30, 2025
|
|
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
|
Dividends
(net of foreign taxes withheld of $3,525) |
|
|
$15,238
|
|
Total
investment income |
|
|
15,238
|
|
EXPENSES:
|
|
|
|
|
Management
fees |
|
|
1,324,905
|
|
Total
expenses |
|
|
1,324,905
|
|
NET
INVESTMENT LOSS |
|
|
(1,309,667)
|
|
REALIZED
AND UNREALIZED GAIN ON INVESTMENTS:
|
|
|
|
|
Net
realized gain on transactions from investments |
|
|
58,129,429
|
|
Net
change in unrealized appreciation/(depreciation) on investments |
|
|
97,902,082
|
|
Net
gain on investments |
|
|
156,031,511
|
|
NET
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$154,721,844 |
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin and Ether ETF
Consolidated
Statements of Changes in Net Assets
|
|
|
|
|
|
INCREASE/(DECREASE)
IN NET ASSETS FROM:
|
|
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
|
Net
investment income |
|
|
$664,230 |
|
|
$1,074,844
|
|
Net
realized gain from:
|
|
|
|
|
|
|
|
Investments |
|
|
247 |
|
|
1,360
|
|
Futures
contracts |
|
|
18,125,026 |
|
|
20,791,860
|
|
Change
in unrealized appreciation/(depreciation) on:
|
|
|
|
|
|
|
|
Investments |
|
|
(6,495) |
|
|
6,483
|
|
Futures
contracts |
|
|
1,868,683 |
|
|
(825,222)
|
|
Net
increase in net assets resulting from operations |
|
|
20,651,691 |
|
|
21,049,325
|
|
DISTRIBUTIONS:
|
|
|
|
|
|
|
|
Net
dividends and distributions to shareholders |
|
|
(17,671,588) |
|
|
(5,774,321)
|
|
Net
decrease in net assets resulting from distributions paid |
|
|
(17,671,588) |
|
|
(5,774,321)
|
|
CAPITAL
SHARE TRANSACTIONS:
|
|
|
|
|
|
|
|
Proceeds
from shares sold |
|
|
4,283,885 |
|
|
12,063,940
|
|
Payments
for shares redeemed |
|
|
(6,160,580) |
|
|
(12,654,320)
|
|
Transaction
fees (See Note 1) |
|
|
1,045 |
|
|
2,471
|
|
Net
decrease in net assets derived from capital share transactions |
|
|
(1,875,650) |
|
|
(587,909)
|
|
TOTAL
INCREASE IN NET ASSETS |
|
|
1,104,453 |
|
|
14,687,095
|
|
NET
ASSETS:
|
|
|
|
|
|
|
|
Beginning
of year |
|
|
39,660,525 |
|
|
24,973,430
|
|
End
of year |
|
|
$40,764,978 |
|
|
$39,660,525
|
|
CHANGES
IN SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
Shares
sold |
|
|
325,000 |
|
|
725,000
|
|
Shares
redeemed |
|
|
(400,000) |
|
|
(800,000)
|
|
Net
decrease in shares outstanding |
|
|
(75,000) |
|
|
(75,000) |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin Leverage ETF
Consolidated
Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
INCREASE/(DECREASE)
IN NET ASSETS FROM:
|
|
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
|
Net
investment loss |
|
|
$(249,076) |
|
|
$(177,986)
|
|
Net
realized gain/(loss) from:
|
|
|
|
|
|
|
|
Investments |
|
|
— |
|
|
(216)
|
|
Futures
contracts |
|
|
18,634,179 |
|
|
(11,357,173)
|
|
Change
in unrealized appreciation/(depreciation) on futures contracts |
|
|
965,727 |
|
|
(449,617)
|
|
Net
increase/(decrease) in net assets resulting from operations |
|
|
19,350,830 |
|
|
(11,984,992)
|
|
CAPITAL
SHARE TRANSACTIONS:
|
|
|
|
|
|
|
|
Proceeds
from shares sold |
|
|
7,176,201 |
|
|
56,250,710
|
|
Payments
for shares redeemed |
|
|
(34,582,331) |
|
|
(21,120,534)
|
|
Transaction
fees (See Note 1) |
|
|
4,176 |
|
|
7,675
|
|
Net
increase/(decrease) in net assets derived from capital share transactions |
|
|
(27,401,954) |
|
|
35,137,851
|
|
TOTAL
INCREASE/(DECREASE) IN NET ASSETS |
|
|
(8,051,124) |
|
|
23,152,859
|
|
NET
ASSETS:
|
|
|
|
|
|
|
|
Beginning
of period |
|
|
23,152,859 |
|
|
—
|
|
End
of period |
|
|
$15,101,735 |
|
|
$23,152,859
|
|
CHANGES
IN SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
Shares
sold |
|
|
140,000 |
|
|
1,510,000
|
|
Shares
redeemed |
|
|
(735,000) |
|
|
(650,000)
|
|
Net
increase/(decrease) in shares outstanding |
|
|
(595,000) |
|
|
860,000 |
|
|
|
|
|
|
|
|
|
(1)
|
Commencement of operations.
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin Mining ETF
Statements
of Changes in Net Assets
|
|
|
|
|
|
INCREASE/(DECREASE)
IN NET ASSETS FROM:
|
|
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
|
Net
investment loss |
|
|
$(1,309,667) |
|
|
$(611,794)
|
|
Net
realized gain from investments |
|
|
58,129,429 |
|
|
22,501,891
|
|
Net
change in unrealized appreciation/(depreciation) on investments |
|
|
97,902,082 |
|
|
4,849,081
|
|
Net
increase in net assets resulting from operations |
|
|
154,721,844 |
|
|
26,739,178
|
|
DISTRIBUTIONS:
|
|
|
|
|
|
|
|
Net
dividends and distributions to shareholders |
|
|
(435,278) |
|
|
(155,410)
|
|
Net
decrease in net assets resulting from distributions paid |
|
|
(435,278) |
|
|
(155,410)
|
|
CAPITAL
SHARE TRANSACTIONS:
|
|
|
|
|
|
|
|
Proceeds
from shares sold |
|
|
157,253,847 |
|
|
157,505,985
|
|
Payments
for shares redeemed |
|
|
(180,602,725) |
|
|
(68,884,797)
|
|
Transaction
fees (See Note 1) |
|
|
58 |
|
|
191
|
|
Net
increase/(decrease) in net assets derived from capital share
transactions |
|
|
(23,348,820) |
|
|
88,621,379
|
|
TOTAL
INCREASE IN NET ASSETS |
|
|
130,937,746 |
|
|
115,205,147
|
|
NET
ASSETS:
|
|
|
|
|
|
|
|
Beginning
of year |
|
|
128,959,507 |
|
|
13,754,360
|
|
End
of year |
|
|
$259,897,253 |
|
|
$128,959,507
|
|
CHANGES
IN SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
Shares
sold |
|
|
6,350,000 |
|
|
9,075,000
|
|
Shares
redeemed |
|
|
(7,275,000) |
|
|
(3,750,000)
|
|
Net
increase/(decrease) in shares outstanding |
|
|
(925,000) |
|
|
5,325,000 |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin and Ether ETF
Consolidated
Financial Highlights
For
a share outstanding throughout each period
|
|
|
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$16.35 |
|
|
$9.99 |
|
|
$7.49 |
|
|
$25.00
|
|
Income
from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income/(loss)(2) |
|
|
0.27 |
|
|
0.42 |
|
|
0.19 |
|
|
(0.09)
|
|
Net
realized and unrealized gain/(loss) on investments and futures contracts |
|
|
8.32 |
|
|
8.22 |
|
|
2.50 |
|
|
(17.42)
|
|
Total
from investment operations |
|
|
8.59 |
|
|
8.64 |
|
|
2.69 |
|
|
(17.51)
|
|
Less
distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
from net investment income |
|
|
(7.59) |
|
|
(2.28) |
|
|
(0.19) |
|
|
—
|
|
Total
distributions |
|
|
(7.59) |
|
|
(2.28) |
|
|
(0.19) |
|
|
—
|
|
Net
asset value, end of period |
|
|
$17.35 |
|
|
$16.35 |
|
|
$9.99 |
|
|
$7.49
|
|
Total
return, at NAV |
|
|
58.79% |
|
|
91.06% |
|
|
35.75% |
|
|
(70.05)%(3)
|
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (thousands) |
|
|
$40,765 |
|
|
$39,661 |
|
|
$24,973 |
|
|
$20,775
|
|
Ratio
of expenses to average net assets (gross) |
|
|
1.24%(6) |
|
|
1.31%(7) |
|
|
1.24% |
|
|
0.95%(4)
|
|
Ratio
of expenses to average net assets (net) |
|
|
1.24%(6) |
|
|
1.31%(7) |
|
|
1.01%(8) |
|
|
0.95%(4)
|
|
Ratio
of net investment income/(loss) to average net assets |
|
|
1.78% |
|
|
2.51% |
|
|
2.04% |
|
|
(0.68)%(4)
|
|
Portfolio
turnover rate(5) |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
0%(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Commencement of operations. |
|
(2)
|
Based on average shares
outstanding. |
|
(5)
|
Excludes impact of
derivative instruments. |
|
(6)
|
Includes interest
expense of 0.07%. |
|
(7)
|
Includes interest
expense of 0.15%. |
|
(8)
|
Includes interest
expense of 0.06% and excludes futures commission merchant fees of 0.23% voluntarily reimbursed by the Adviser. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin Leverage ETF
Consolidated
Financial Highlights
For
a share outstanding throughout each period
|
|
|
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$26.92 |
|
|
$25.00
|
|
Income
from investment operations:
|
|
|
|
|
|
|
|
Net
investment loss(2) |
|
|
(0.57) |
|
|
(0.19)
|
|
Net
realized and unrealized gain on investments and futures contracts |
|
|
30.64 |
|
|
2.11(8)
|
|
Total
from investment operations |
|
|
30.07 |
|
|
1.92
|
|
Net
asset value, end of period |
|
|
$56.99 |
|
|
$26.92
|
|
Total
return, at NAV |
|
|
111.68% |
|
|
7.68%(3)
|
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
|
|
|
Net
assets, end of period (thousands) |
|
|
$15,102 |
|
|
$23,153
|
|
Ratio
of expenses to average net assets (gross) |
|
|
2.24% |
|
|
2.33%(4)
|
|
Ratio
of expenses to average net assets (net) |
|
|
1.85%(6) |
|
|
1.93%(4)(7)
|
|
Ratio
of net investment loss to average net assets |
|
|
(1.19)% |
|
|
(0.96)%(4)
|
|
Portfolio
turnover rate(5) |
|
|
0% |
|
|
0%(3) |
|
|
|
|
|
|
|
|
|
(1)
|
Commencement of operations. |
|
(2)
|
Based on average shares
outstanding. |
|
(5)
|
Excludes impact of
derivative instruments. |
|
(6)
|
Excludes futures commission
merchant fees of 0.39% voluntarily reimbursed by the adviser. |
|
(7)
|
Includes interest
expense of 0.08% and excludes futures commission merchant fees of 0.39% voluntarily reimbursed by the adviser. |
|
(8)
|
As required by
the SEC standard per share data calculation methodology, this represents a balancing figure derived from the other amounts in the financial
highlights tables that captures all other changes affecting net asset value per share. This per share gain amount does not correlate to
the aggregate of the net realized and unrealized loss in the Statement of Operations primarily due to the timing of sales and repurchases
of the Fund’s shares in relation to fluctuating market values of the Fund’s portfolio. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CoinShares
Bitcoin Mining ETF
Financial
Highlights
For
a share outstanding throughout each period
|
|
|
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$18.96 |
|
|
$9.32 |
|
|
$8.55 |
|
|
$26.18
|
|
Income
from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment loss(2) |
|
|
(0.16) |
|
|
(0.13) |
|
|
(0.08) |
|
|
(0.06)
|
|
Net
realized and unrealized gain/(loss) on investments |
|
|
25.49 |
|
|
9.83 |
|
|
0.85(6) |
|
|
(17.57)
|
|
Total
from investment operations |
|
|
25.33 |
|
|
9.70 |
|
|
0.77 |
|
|
(17.63)
|
|
Less
distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
from net investment income |
|
|
(0.05) |
|
|
(0.06) |
|
|
— |
|
|
—
|
|
Total
distributions |
|
|
(0.05) |
|
|
(0.06) |
|
|
— |
|
|
—
|
|
Net
asset value, end of period |
|
|
$44.24 |
|
|
$18.96 |
|
|
$9.32 |
|
|
$8.55
|
|
TOTAL
RETURN, at NAV |
|
|
133.72% |
|
|
104.03% |
|
|
9.04% |
|
|
(67.33)%(3)
|
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (thousands) |
|
|
$259,897 |
|
|
$128,960 |
|
|
$13,754 |
|
|
$2,779
|
|
Ratio
of expenses to average net assets |
|
|
0.75% |
|
|
0.75% |
|
|
0.75% |
|
|
0.75%(4)
|
|
Ratio
of net investment loss to average net assets |
|
|
(0.74)% |
|
|
(0.74)% |
|
|
(0.70)% |
|
|
(0.57)%(4)
|
|
Portfolio
turnover rate(5) |
|
|
40% |
|
|
45% |
|
|
74% |
|
|
37%(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Commencement of operations. |
|
(2)
|
Based on average shares
outstanding. |
|
(5)
|
Excludes impact of
in-kind transactions. |
|
(6)
|
As required by
the SEC standard per share data calculation methodology, this represents a balancing figure derived from the other amounts in the financial
highlights tables that captures all other changes affecting net asset value per share. This per share gain amount does not correlate to
the aggregate of the net realized and unrealized loss in the Statement of Operations primarily due to the timing of sales and repurchases
of the Fund’s shares in relation to fluctuating market values of the Fund’s portfolio. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September 30,
2025
1.
ORGANIZATION
Valkyrie
ETF Trust II (the “Trust”), a Delaware statutory trust, was organized on December 11, 2020, and is an open-end management
investment company registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of
1940, as amended (the “1940 Act”). Each fund is an investment company and accordingly follows the investment company accounting
and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 946, Financial Services - Investment Companies. The CoinShares Bitcoin and Ether ETF (“Bitcoin and Ether ETF”, formerly
CoinShares Valkyrie Bitcoin and Ether Strategy ETF), CoinShares Bitcoin Leverage ETF (“Bitcoin Leverage ETF”, formerly CoinShares
Valkyrie Bitcoin Futures Leveraged Strategy ETF), and CoinShares Bitcoin Mining ETF (“Bitcoin Mining ETF”, formerly CoinShares
Valkyrie Bitcoin Miners ETF) (each, a “Fund” and collectively, the “Funds”) are each a series within the Trust.
The Funds are non-diversified funds.
The
Bitcoin and Ether ETF’s primary investment objective is capital appreciation. The Fund commenced
operations on October 21, 2021, and that is the date the initial creation units were established. Effective October 3, 2023,
the principal investment strategies of Bitcoin and Ether ETF were changed to include managed exposure to a combination of exchange-traded
futures contracts on bitcoin and ether.
The
Bitcoin Leverage ETF’s primary investment objective seeks daily investment results, before
fees and expenses, that correspond to two times (2x) the daily performance of the S&P CME Bitcoin Futures Index Excess Return (the
“Index”). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day.
The Fund commenced operations on February 21, 2024, and that is the date the initial creation units were established. Organizational
costs consist of costs incurred to establish the Fund and enable it to legally do business. These expenses were borne by the Adviser and
are not subject to reimbursement by the Fund.
The
Bitcoin Mining ETF’s primary investment objective is to provide investors with total return.
The Fund commenced operations on February 7, 2022, and that is the date the initial creation units were established.
Shares
of the Funds are listed and traded on the Nasdaq Stock Market LLC (“Nasdaq” or the “Exchange”). Market prices
for the shares may be different from their net asset value (“NAV”). Each Fund issues and redeems shares on a continuous basis
at NAV only in large blocks of shares, called “Creation Units,” which consist of 25,000 shares for Bitcoin and Ether ETF and
Bitcoin Mining ETF. Bitcoin Leverage ETF’s Creation Units consists of 5,000 shares. Creation Units are issued and redeemed principally
for cash for Bitcoin and Ether ETF and Bitcoin Leverage ETF and principally in-kind for securities for Bitcoin Mining ETF. Once created,
shares generally trade in the secondary market at market prices that change throughout the day in amounts less than a Creation Unit. Except
when aggregated in Creation Units, shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased directly from
or redeemed directly to a Fund by certain financial institutions (“Authorized Participants”). An Authorized Participant is
either (a) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities
Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with ALPS Distributors, Inc.
(the “Distributor”). Most retail investors do not qualify as Authorized Participants or have the resources to buy and sell
whole Creation Units. Therefore, most retail investors may purchase shares in the secondary market with the assistance of a broker and
are subject to customary brokerage commissions or fees.
Each
Fund currently offers one class of shares, which have no front-end sales loads, no deferred sales charges, and no redemption fees. A purchase
(i.e., creation) transaction fee is imposed for the transfer and other transaction costs associated with the purchase of Creation Units.
Each Fund charges the Authorized Participant a $300 standard fixed creation fee, payable to the Custodian. The fixed transaction fee paid
by the Authorized Participant may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the
creation order costs associated with the order, or another party, such as the Adviser, has agreed to pay such fee. In addition, the Authorized
Participant may be charged a variable fee on all cash transactions or substitutes for Creation Units of up to a maximum of 1% as a percentage
of the total value of the Creation Units subject to the transaction. Variable fees received by each Fund are displayed in the Capital
Share Transactions section of the Statement of Changes in Net Assets. Each Fund may issue an unlimited number of shares of beneficial
interest, with no par value. Shares of each Fund have equal rights and privileges with respect to such Fund.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
Wholly-owned
and Controlled Subsidiaries
In
order to achieve its investment objective, the Bitcoin and Ether ETF and Bitcoin Leverage ETF may each invest up to 25% of its total assets
(measured at each quarter end) in their respective wholly-owned subsidiaries, Valkyrie Bitcoin Strategy (Cayman) Ltd. (“Bitcoin
and Ether CFC”) and Valkyrie Bitcoin Futures Leveraged Strategy (Cayman) Ltd. (“Bitcoin Futures Leveraged CFC”). These
subsidiaries act as investment vehicles in order to enter into certain investments consistent with each Fund’s investment objective
and policies specified in their Prospectus and Statement of Additional Information.
At
September 30, 2025, investments in the Bitcoin and Ether CFC and Bitcoin Futures Leveraged CFC represented 20.15% and 20.86%, respectively,
of each Fund’s total assets
The
consolidated financial statements of the Bitcoin and Ether ETF and Bitcoin Leverage ETF include the investment activity and financial
statements of Bitcoin and Ether CFC and Bitcoin Futures Leveraged CFC, respectively. All intercompany accounts and transactions have been
eliminated in consolidation. Because each Fund may invest a substantial portion of its assets in its subsidiary, the Funds may be considered
to be investing indirectly in some of those investments through its subsidiary. For that reason, references to the Funds may also encompass
its subsidiary. Each subsidiary is subject to the same investment restrictions and limitations, and follows the same compliance policies
and procedures, as its parent Fund when viewed on a consolidated basis. Each Fund and its subsidiary are a “commodity pool”
under the U.S. Commodity Exchange Act and Valkyrie Funds LLC (the “Adviser” or “Valkyrie”) is a “commodity
pool operator” registered with and regulated by the Commodity Futures Trading Commission (“CFTC”). As a result, additional
CFTC-mandated disclosure, reporting and recordkeeping obligations apply with respect to the Fund and its respective subsidiary under CFTC
and the SEC harmonized regulations.
2.
SIGNIFICANT ACCOUNTING POLICIES
The
following is a summary of significant accounting policies consistently followed by the Funds in the preparation of its financial statements.
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America
(“GAAP”).
Security
Transactions and Investment Income: Investment securities transactions are accounted for on the trade
date. Gains and losses realized on sales of securities are computed on the basis of specific identification. Dividend income is recorded
on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding
of the applicable tax rules and regulations. Interest income is recorded on an accrual basis. Discounts on securities purchased are accreted
over the life of the respective security using effective yield method. Premiums on securities purchased are amortized to the earliest
call date.
Distributions
to Shareholders: Distributions to shareholders are recorded on the ex-dividend date and are determined
in accordance with federal income tax regulations, which may differ from GAAP. Distributions to shareholders from net investment income
are declared and paid quarterly by Bitcoin and Ether ETF and Bitcoin Leverage ETF, and annually by Bitcoin Mining ETF. Distributions to
shareholders from net realized gains on securities are declared and paid by the Funds at least annually.
Federal
Income Taxes: The Funds comply with the requirements of subchapter M of the Internal Revenue Code of
1986, as amended, necessary to qualify as regulated investment companies and distribute substantially all net taxable investment income
and net realized gains to shareholders in a manner which results in no tax cost to the Funds. Therefore, no federal income tax provision
is required. The Funds file U.S. Federal and state tax returns, as required.
The
Funds recognize the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management
has analyzed the Funds’ uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded
related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts
of unrecognized tax benefits will change materially in the next 12 months. Income and capital gain distributions are determined in
accordance with federal income tax regulations, which may differ from U.S. GAAP. The Funds recognize interest and penalties, if any, related
to unrecognized tax benefits on uncertain tax positions as income tax expenses in the Statements of Operations. During the current fiscal
period, the Funds did not incur any interest or penalties. The Funds are subject to examination by U.S. taxing authorities since each
of their commencement dates.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
For
tax purposes, Bitcoin and Ether CFC and Bitcoin Futures Leveraged CFC are each an exempted Cayman Islands investment company. Bitcoin
and Ether CFC and Bitcoin Futures Leveraged CFC have received an undertaking from the Government of the Cayman Islands exempting it from
all local income, profits, and capital gains taxes. No such taxes are levied in the Cayman Islands at the present time. For U.S. income
tax purposes, Bitcoin and Ether CFC and Bitcoin Futures Leveraged CFC are controlled foreign corporations (“CFC”) and as such
are not subject to U.S. income tax. However, as a wholly-owned CFC, the net income and capital gain of the CFC, to the extent of its earnings
and profits, will be included each year in each Fund’s investment company taxable income.
Currency
Translation: Assets and liabilities, including investment securities, denominated in currencies other
than U.S. dollars are translated into U.S. dollars at the exchange rates supplied by one or more pricing vendors on the valuation date.
Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates
of such transactions. The effects of changes in exchange rates on investment securities are included with the net realized gain or loss
and net unrealized appreciation or depreciation on investments in the Funds’ Statements of Operations. The realized gain or loss
and unrealized appreciation or depreciation resulting from all other transactions denominated in currencies other than U.S. dollars are
disclosed separately.
Deposits
with Broker for Futures Contracts: The Bitcoin and Ether ETF and Bitcoin Leverage ETF, through their
subsidiaries, the Bitcoin and Ether CFC and Bitcoin Futures Leveraged CFC, respectively, may purchase and sell exchange-listed commodity
contracts. Upon entering into a futures contract, and to maintain a Fund’s open positions in futures contracts, the Fund is required
to deposit with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government
securities, suitable money market instruments, or other liquid securities, known as “initial margin.” The margin required
for a particular futures contract is set by the exchange on which the contract is traded and may be significantly modified from time to
time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward
from approximately 5% of the value of the contract being traded.
At
September 30, 2025, the Bitcoin and Ether ETF and Bitcoin and Ether CFC, collectively, and the Bitcoin Leverage ETF and Bitcoin Futures
Leveraged CFC, collectively, had cash on deposit with the broker for derivative instruments which is presented on each Fund’s consolidated
statement of assets and liabilities. In addition, Bitcoin and Ether CFC and Bitcoin Futures Leveraged CFC pledged cash as collateral for
derivative instruments. See each Fund’s consolidated schedule of investments for the fair value of securities pledged as collateral.
If
the price of an open futures contract changes (by increase in underlying instrument or index in the case of a sale or by decrease in the
case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements,
the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in
the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund.
These
subsequent payments, called “variation margin,” to and from the futures broker are made on a daily basis as the price of the
underlying assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as “marking
to the market.” The variation margin on the futures contracts do not settle with the exchange daily, but rather settle at their
respective maturity dates.
Use
of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets during the current fiscal
period. Actual results could differ from those estimates.
Share
Valuation: The NAV per share of each Fund is calculated by dividing the sum of the value of the securities
held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares
outstanding of the Fund, rounded to the nearest cent. A Fund’s shares will not be priced on the days on which the New York Stock
Exchange (“NYSE”) is closed for trading. The offering and redemption price per share for creation units of each Fund is equal
to the Fund’s NAV per share.
Guarantees
and Indemnifications: In the normal course of business, the Funds enter into contracts with service
providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
unknown
as this would involve future claims that may be against the Funds that have not yet occurred. However, based on experience, the Funds
expect the risk of loss to be remote.
Reclassification
of Capital Accounts: U.S. GAAP requires that certain components of net assets relating to permanent
differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share.
For the year ended September 30, 2025, the Funds made the following permanent tax adjustment on the Statements of Assets and Liabilities:
|
|
|
|
|
|
|
|
|
Bitcoin
and Ether ETF |
|
|
$(1,029,564) |
|
|
$1,029,564
|
|
Bitcoin
Leverage ETF |
|
|
(4,651,034) |
|
|
4,651,034
|
|
Bitcoin
Mining ETF |
|
|
(70,472,297) |
|
|
70,472,297 |
|
|
|
|
|
|
|
|
The
permanent differences for the Bitcoin and Ether ETF and Bitcoin Leveraged ETF primarily relate to CFC adjustments and the utilization
of earnings and profits on redemption of shares and those for the Bitcoin Mining ETF relate to redemption-in-kind adjustments and net
operating losses.
Accounting
Pronouncements: Management has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures with respect to the financial statements and disclosures and determined there is
no material impact for the Funds. Each Fund operates as a single segment entity. Each Fund’s income, expenses, assets, and
performance are regularly monitored and assessed by the Officers of the Trust, who collectively serve as the chief operating decision
maker, using the information presented in the financial statements and financial highlights.
3.
SECURITIES VALUATION
Investment
Valuation: Each Fund calculates its NAV each day the NYSE is open for trading as of the close of regular
trading on the NYSE, normally 4:00 p.m. Eastern time.
Generally,
the Funds’ equity investments are valued each day at the last quoted sales price on each investment’s primary exchange. Investments
traded or dealt in one or more exchanges (whether domestic or foreign) for which market quotations are readily available and not subject
to restrictions against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on
the primary exchange, at the last bid on the primary exchange. Investments primarily traded in the National Association of Securities
Dealers’ Automated Quotation System (“NASDAQ”) National Market System for which market quotations are readily available
shall be valued using the NASDAQ Official Closing Price. Equity securities are generally categorized in Level 1 or Level 2 of
the fair value hierarchy depending on inputs used and market activity levels for specific securities.
Short-term
debt securities, including those securities having a maturity of 60 days or less, are valued at the evaluated mean between the bid and
asked prices. Reverse repurchase agreements are priced at their acquisition cost, and assessed for credit adjustments, which represents
fair value. To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
Futures
contracts are carried at fair value using the primary exchange’s closing (settlement) price and are generally categorized in Level 1.
The
Funds may use independent pricing services to assist in calculating the value of the Funds’ investments. In addition, market prices
for foreign investments are not determined at the same time of day as the NAV for the Funds. Because the Funds may invest in portfolio
investments primarily listed on foreign exchanges and these exchanges may trade on weekends or other days when the Funds do not price
their shares, the value of some of the Funds’ portfolio investments may change on days when you may not be able to buy or sell the
Funds’ shares. In computing the NAV, the Funds value foreign investments held by the Funds at the latest closing price on the exchange
in which they are traded immediately prior to closing of the NYSE. Prices of foreign investments quoted in foreign currencies are translated
into U.S. dollars at current rates. If events materially affecting the value of an investment in the Funds’ portfolio, particularly
foreign investments, occur after the close of trading on a foreign market but before the Funds price their shares, the investment will
be valued at fair value.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
If
a market quotation is not readily available or is deemed not to reflect fair value, the Funds along with their Valuation Designee, the
Adviser, will determine the price of the security held by the Funds based on a determination of the security’s fair value pursuant
to policies and procedures approved by the Board of Trustees (“Board”). In addition, the Funds may use fair valuation to price
securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time
at which each Fund’s NAV is calculated. Such valuations would typically be categorized as Level 2 or Level 3 in the fair
value hierarchy described below.
Fair
valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that
would have been used had greater market activity occurred.
The
Board has adopted a valuation policy for use by each Fund and its Valuation Designee (as defined below) in calculating each of the Fund’s
NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Funds’ Adviser as the “Valuation Designee”
to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation
Designee in accordance with Rule 2a-5, subject to the Board’s oversight. The Adviser, as Valuation Designee, is authorized
to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily
available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
The
Trust Rule 18f-4 Compliance Policy (“Trust Policy”) governs the use of derivatives by the Funds. The Trust Policy imposes
limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework currently used by a fund to comply
with Section 18 of the 1940 Act, treats derivatives as senior securities and requires funds whose use of derivatives is more than
a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives
risk manager. The Bitcoin and Ether Strategy ETF and Bitcoin Leverage ETF are considered full derivatives users and Bitcoin Mining ETF
is considered a limited derivatives user under the Trust Policy. Therefore, Bitcoin Mining ETF is required to limit its derivatives exposure
to no more than 10% of the Fund’s net assets. For the year ended September 30, 2025, the Bitcoin Mining ETF did not enter into
derivative transactions.
Fair
Valuation Measurement: FASB established a framework for measuring fair value in accordance with GAAP.
Under FASB ASC Topic 820, Fair Value Measurement, various inputs are used in determining the value of each Fund’s investments. The
inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The three levels of inputs of the fair value hierarchy are defined as follows:
|
Level 1 –
|
Unadjusted quoted prices in active markets for
identical assets or liabilities. |
|
Level 2 –
|
Observable inputs other than quoted prices
included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted
prices for the identical instrument on an inactive market, prices for similar securities, interest rates, prepayment speeds, credit risk,
yield curves, default rates and similar data. |
|
Level 3 –
|
Unobservable inputs for the asset or liability,
to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market
participant would use in valuing the asset or liability and would be based on the best information available. |
A
financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the
fair value measurement. The availability of observable inputs can vary from security to security and is affected by a wide variety of
factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity
of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less
observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment
exercised in determining fair value is greatest for instruments categorized in Level 3.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
The
following is a summary of the inputs used to value the Funds’ investments as of September 30, 2025:
Bitcoin
and Ether ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury Bill |
|
|
$— |
|
|
$22,924,938 |
|
|
$ — |
|
|
$22,924,938
|
|
Money
Market Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
Market Fund |
|
|
24,927,160 |
|
|
— |
|
|
— |
|
|
24,927,160
|
|
Total
Investments in Securities |
|
|
$24,927,160 |
|
|
$22,924,938 |
|
|
$— |
|
|
$47,852,098
|
|
Other
Financial Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures
Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long |
|
|
$1,248,546 |
|
|
$— |
|
|
$— |
|
|
$1,248,546
|
|
Liabilities*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures
Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long |
|
|
$(4,628) |
|
|
$— |
|
|
$— |
|
|
$(4,628)
|
|
Reverse
Repurchase Agreement |
|
|
— |
|
|
(19,526,500) |
|
|
— |
|
|
(19,526,500)
|
|
Total
Other Financial Instruments |
|
|
$1,243,918 |
|
|
$(19,526,500) |
|
|
$— |
|
|
$(18,282,582) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The fair value of the futures contracts represents
the net unrealized appreciation/(depreciation) at September 30, 2025. |
Bitcoin
Leverage ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
Market Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
Market Fund |
|
|
$12,077,554 |
|
|
$ — |
|
|
$ — |
|
|
$12,077,554
|
|
Total
Investments in Securities |
|
|
$12,077,554 |
|
|
$— |
|
|
$— |
|
|
$12,077,554
|
|
Other
Financial Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures
Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long |
|
|
$516,110 |
|
|
$— |
|
|
$— |
|
|
$516,110
|
|
Total
Other Financial Instruments |
|
|
$516,110 |
|
|
$— |
|
|
$— |
|
|
$516,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The fair value of the futures contracts represents
the net unrealized appreciation/(depreciation) at September 30, 2025. |
Bitcoin
Mining ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
|
$251,506,852 |
|
|
$ — |
|
|
$ — |
|
|
$251,506,852
|
|
Total
Investments in Securities |
|
|
$251,506,852 |
|
|
$— |
|
|
$— |
|
|
$251,506,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer
to the Funds’ schedules of investments, including consolidated schedules where applicable, for a detailed break-out of securities.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
4.
DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS
The
Bitcoin and Ether ETF and Bitcoin Leverage ETF have adopted the financial accounting reporting rules as required by the Derivatives and
Hedging Topic of the FASB Accounting Standards Codification. The Funds are required to include enhanced disclosure that enables investors
to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s
results of operations and financial position.
A
futures contract is an agreement between two parties to buy and sell a financial instrument to set a price on a future date. During the
period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by “marking-to-market”
on a daily basis to reflect the market value of the futures contract at the end of each day’s trading. When the contract is closed,
the Funds record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the
Funds’ basis in the futures contract. The Funds are at risk that they may not be able to close out a transaction because of an illiquid
market.
During
the year ended September 30, 2025, the Funds utilized derivatives to provide indirect exposure to the bitcoin underlying the futures
contracts.
The
following table presents the types of derivatives held by the subsidiaries, Bitcoin and Ether CFC and Bitcoin Futures Leveraged CFC, at
September 30, 2025, the primary underlying risk exposure and the location of these instruments as presented on the consolidated Statement
of Assets and Liabilities.
Bitcoin
and Ether CFC
|
|
|
|
|
|
|
|
|
|
|
|
Futures
contracts |
|
|
Commodity
risk |
|
|
Unrealized
appreciation on futures contracts* |
|
|
$1,248,546
|
|
Futures
contracts |
|
|
Commodity
risk |
|
|
Unrealized
depreciation on futures contracts* |
|
|
(4,628) |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Includes cumulative appreciation and depreciation
on futures contracts as reported on the consolidated schedule of futures contracts. Only the current day’s variation margin is presented
on the consolidated Statement of Assets and Liabilities. |
Bitcoin
Futures Leveraged CFC
|
|
|
|
|
|
|
|
|
|
|
|
Futures
contracts |
|
|
Commodity
risk |
|
|
Unrealized
appreciation on futures contracts* |
|
|
$516,110 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Includes cumulative appreciation and depreciation
on futures contracts as reported on the consolidated schedule of futures contracts. Only the current day’s variation margin is presented
on the consolidated Statement of Assets and Liabilities. |
The
effect of derivative instruments on the Bitcoin and Ether ETF and Bitcoin Leverage ETF’s consolidated Statement of Operations for
the year ended September 30, 2025 is as follows:
Consolidated
Statement of Operations Location
Commodity
Risk Exposure
|
|
|
|
|
|
|
|
|
Net
realized gain on futures contracts |
|
|
$18,125,026 |
|
|
$18,634,179
|
|
Net
change in unrealized appreciation on futures contracts |
|
|
1,868,683 |
|
|
965,727 |
|
|
|
|
|
|
|
|
During
the year ended September 30, 2025, the average notional value of futures contracts was $36,172,675 for Bitcoin and Ether ETF and
$34,332,746 for Bitcoin Leverage ETF.
The
Funds do not have the right to offset financial assets and liabilities related to futures contracts on the consolidated Statements of
Assets and Liabilities.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
5.
BORROWINGS
The
Bitcoin and Ether ETF and the Bitcoin Leverage ETF are allowed to enter into reverse agreements. A reverse repurchase agreement is the
sale by the Funds of a security to a party for a specified price, with the simultaneous agreement by the Funds to repurchase that security
from that party on a future date at a higher price. Proceeds from securities sold under reverse repurchase agreements are reflected as
a liability on the consolidated Statement of Assets and Liabilities. Interest payments made are recorded as a component of interest expense
on the consolidated Statement of Operations. Reverse repurchase agreements involve the risk that the counterparty will become subject
to bankruptcy or other insolvency proceedings or fail to return a security to the Funds. In such situations, the Funds may incur losses
as a result of a possible decline in the value of the underlying security during the period while the Funds seek to enforce their rights,
a possible lack of access to income on the underlying security during this period, or expenses of enforcing its rights.
The
following reverse repurchase agreements were outstanding at September 30, 2025:
Bitcoin
and Ether ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
StoneX
Financial Inc. |
|
|
5.50% |
|
|
9/29/2025 |
|
|
10/1/2025 |
|
|
$15,625,973 |
|
|
$15,621,200
|
|
StoneX
Financial Inc. |
|
|
6.00% |
|
|
9/30/2025 |
|
|
10/1/2025 |
|
|
3,905,951 |
|
|
3,905,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$19,531,924 |
|
|
$19,526,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Weighted average maturity is 2 days. |
During
the year ended September 30, 2025, the Bitcoin and Ether ETF had outstanding reverse repurchase agreements as follows:
Bitcoin
and Ether ETF
|
|
|
|
|
|
|
|
|
3/28/25
– 4/1/25 |
|
|
6.00% |
|
|
$14,644,875
|
|
6/27/25
– 7/1/25 |
|
|
6.00% |
|
|
$15,243,750
|
|
9/29/25
– 10/1/25 |
|
|
5.50% |
|
|
$15,621,200
|
|
9/30/25
– 10/1/25 |
|
|
6.00% |
|
|
$3,905,300 |
|
|
|
|
|
|
|
|
The
Fund incurred interest expense of $25,350.
The
following is a summary of the reverse repurchase agreements by type of collateral and the remaining contractual maturity of the agreements:
Bitcoin
and Ether ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury Bill |
|
|
$ — |
|
|
$19,526,500 |
|
|
$ — |
|
|
$ — |
|
|
$19,526,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below
is the gross and net information about instruments and transactions eligible for offset in the consolidated Statement of Assets and Liabilities
as well as instruments and transactions subject to an agreement similar to a master netting arrangement.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
Bitcoin
and Ether ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse
Repurchase Agreements |
|
|
$19,526,500 |
|
|
$ — |
|
|
$19,526,500 |
|
|
$(19,526,500) |
|
|
$ — |
|
|
$ — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Excess of collateral pledged to the individual
counterparty is not shown for financial statement purposes.
|
Reverse
repurchase transactions are entered into by each Fund under Maser Repurchase Agreements (“MRA”) which permit the Fund, under
certain circumstances, including an event of default of the Fund (such as bankruptcy or insolvency), to offset payables under the MRA
with collateral held with the counterparty and create one single net payment from the Fund. Upon a bankruptcy or insolvency of the MRA
counterparty, the Fund is considered an unsecured creditor with respect to excess collateral and, as such, the return of excess collateral
may be delayed. In the event the buyer of securities (i.e. the MRA counterparty) under a MRA files for bankruptcy or becomes insolvent,
the Fund’s use of the proceeds of the agreement may be restricted while the other party, or its trustee or receiver, determines
whether or not to enforce the Fund’s obligation to repurchase the securities.
6.
OTHER RELATED PARTY TRANSACTIONS
Valkyrie
serves as the investment adviser to the Funds. Pursuant to an investment advisory agreement between the Trust, on behalf of the Funds,
and the Adviser, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the
direction and control of the Board and the officers of the Trust. The Adviser administers the Funds’ business affairs, provides
office facilities and equipment and certain clerical, bookkeeping and administrative services. The Adviser bears the costs of all advisory
and non-advisory services required to operate the Funds, including payment of Trustee compensation, in exchange for a single unitary management
fee. For services provided to the Funds, the Bitcoin and Ether ETF pays the Adviser an annual rate of 0.95%, Bitcoin Leverage ETF pays
the Adviser an annual rate of 1.85%, and Bitcoin Mining ETF pays the Adviser an annual rate of 0.75% based on the Funds’ respective
average daily net assets. Certain officers and a Trustee of the Trust are affiliated with the Adviser and are not paid any fees by the
Funds for serving in such capacities. The Adviser has agreed to pay certain futures commission merchant fees incurred by the Bitcoin Leverage
ETF through September 30, 2025. The Adviser cannot recoup the reimbursed fees.
The
Adviser has overall responsibility for overseeing the investment of the Funds’ assets, managing the Funds’ business affairs
and providing certain clerical, bookkeeping and other administrative services for the Trust. Vident Advisory, LLC’s (“Vident”
or “Sub-Adviser”) acts as the Sub-Adviser to the Funds. The Sub-Adviser has responsibility to make day-to-day investment decisions
for the Funds and selects broker-dealers for executing portfolio transactions, subject to the Sub-Adviser’s best execution obligations
and the Trust’s and the Sub-Adviser’s brokerage policies. For the services it provides to the Funds, the Sub-Adviser is compensated
by the Adviser from the management fees paid by the Funds to the Adviser.
Under
the terms of the Investment Advisory Agreement (the “Agreement”) between the Funds and the Adviser, each Fund pays the Adviser
a unitary management fee, which includes both investment advisory services and the costs of substantially all ordinary operating expenses
of the Funds, excluding brokerage costs, taxes, interest, and extraordinary expenses, if any. The Agreement, as filed with the SEC, provides
that the Funds are not contractually obligated to pay these operating expenses, as such expenses are borne directly by the Adviser under
the unitary fee structure.
7.
SERVICE, CUSTODY AND DISTRIBUTION AGREEMENTS
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect subsidiary of
U.S. Bancorp, serves as the Funds’ fund accountant, administrator and transfer agent pursuant to certain fund accounting, fund administration
and transfer agent servicing agreements. U.S. Bank National Association (“USB”), a subsidiary of U.S. Bancorp and parent company
of Fund Services, serves as the Funds’ custodian pursuant
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
to
a custody agreement. The services provided by Fund Services and USB are paid by the Adviser from the unitary fee received from the Funds.
ALPS Distributors, Inc. serves as the Funds’ distributor pursuant to a distribution agreement.
8.
INVESTMENT TRANSACTIONS
For
the year ended September 30, 2025, the cost of purchases and proceeds from sales of securities by each Fund, excluding short-term
securities, derivative transactions, and in-kind transactions, were as follows:
|
|
|
|
|
|
|
|
|
Bitcoin
and Ether ETF |
|
|
$— |
|
|
$—
|
|
Bitcoin
Leverage ETF |
|
|
— |
|
|
—
|
|
Bitcoin
Mining ETF |
|
|
68,694,410 |
|
|
77,292,959 |
|
|
|
|
|
|
|
|
For
the year ended September 30, 2025, the cost of purchases and the proceeds of sales from in-kind transactions associated with creations
and redemptions were as follows:
|
|
|
|
|
|
|
|
|
Bitcoin
and Ether ETF |
|
|
$— |
|
|
$—
|
|
Bitcoin
Leverage ETF |
|
|
— |
|
|
—
|
|
Bitcoin
Mining ETF |
|
|
156,139,806 |
|
|
179,112,352 |
|
|
|
|
|
|
|
|
For
the year ended September 30, 2025, there were no long-term purchases or sales of U.S. government securities in the Funds.
A
Fund will realize net capital gains resulting from in-kind redemptions, when shareholders exchange Fund shares for securities held by
a Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they would be reclassified
from total distributable earnings (accumulated losses) to paid in-capital. The amount of realized gains and losses from in-kind redemptions
included in realized gain/(loss) on investments in the Statements of Operations is as follows:
|
|
|
|
|
|
Bitcoin
and Ether ETF |
|
|
$— |
|
|
$—
|
|
Bitcoin
Leverage ETF |
|
|
— |
|
|
—
|
|
Bitcoin
Mining ETF |
|
|
77,818,521 |
|
|
2,025,719 |
|
|
|
|
|
|
|
|
9.
INCOME TAX INFORMATION
As
of September 30, 2025, the components of accumulated earnings/(losses) on a tax basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of investments(a) |
|
|
$47,850,623 |
|
|
$12,077,554 |
|
|
$156,569,728
|
|
Gross
unrealized appreciation |
|
|
1,615 |
|
|
— |
|
|
104,693,158
|
|
Gross
unrealized depreciation |
|
|
(140) |
|
|
— |
|
|
(9,756,034)
|
|
Net
unrealized appreciation |
|
|
1,475 |
|
|
— |
|
|
94,937,124
|
|
Undistributed
ordinary income |
|
|
17,969,791 |
|
|
13,556,082 |
|
|
—
|
|
Other
accumulated gain/(loss)(b) |
|
|
1,232,119 |
|
|
515,895 |
|
|
(20,082,653)
|
|
Total
accumulated gain/(loss) |
|
|
$19,203,385 |
|
|
$14,071,977 |
|
|
$74,854,471 |
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Each book-basis
and tax-basis cost is the same for the Bitcoin and Ether ETF and Bitcoin Leverage ETF. The difference between the book-basis and tax-basis
cost is attributable to wash sales and passive foreign investment company adjustments in the Bitcoin Mining ETF. |
|
(b)
|
Other accumulated
gain/loss amounts are attributable to capital loss carryforwards, unrealized gains/losses on futures from Cayman subsidiaries, and late
year ordinary loss deferrals. |
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
At
September 30, 2025, the following Funds had capital loss carryforwards which can be carried forward indefinitely:
|
|
|
|
|
|
|
|
|
|
|
|
Bitcoin
and Ether ETF |
|
|
$11,799 |
|
|
$— |
|
|
$11,799
|
|
Bitcoin
Leverage ETF |
|
|
215 |
|
|
— |
|
|
215
|
|
Bitcoin
Mining ETF |
|
|
16,477,551 |
|
|
2,893,105 |
|
|
19,370,656 |
|
|
|
|
|
|
|
|
|
|
|
During
the tax year ended September 30, 2025, the following Funds utilized capital loss carryforwards:
|
|
|
|
|
|
Bitcoin
and Ether ETF |
|
|
$247
|
|
Bitcoin
Leverage ETF |
|
|
1 |
|
|
|
|
|
At
September 30, 2025, the following Fund deferred on a tax basis losses of:
|
|
|
|
|
|
Bitcoin
Mining ETF |
|
|
$711,997 |
|
|
|
|
|
The
tax character of distributions paid during the years ended September 30, 2025, and September 30, 2024, were as follows:
|
|
|
|
|
|
Bitcoin
and Ether ETF
|
|
|
|
|
|
|
|
Ordinary
income |
|
|
$17,671,588 |
|
|
$5,774,321
|
|
Long-term
capital gains |
|
|
— |
|
|
—
|
|
Bitcoin
Mining ETF
|
|
|
|
|
|
|
|
Ordinary
income |
|
|
$435,278 |
|
|
$155,410
|
|
Long-term
capital gains |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
Bitcoin
Leverage ETF did not make distributions during the year ended September 30, 2025, and the period ended September 30, 2024.
10.
PRINCIPAL RISKS
Below
is a summary of some, but not all, of the principal risks of investing in the Funds, each of which may adversely affect a Fund’s
net asset value and total return. The Funds’ most recent prospectus provides further descriptions of each Fund’s investment
objective, principal investment strategies and principal risks.
Bitcoin
and Ether ETF
Market
Risk. The prices of bitcoin, ether and Bitcoin and Ether Futures Contracts have historically been highly
volatile. The value of the Fund’s investments in Bitcoin and Ether Futures Contracts and other instruments that provide exposure
to bitcoin, ether and Bitcoin and Ether Futures Contracts – and therefore the value of an investment in the Fund – could
decline significantly and without warning, including to zero. The value of ether and bitcoin has been, and may continue to be, substantially
dependent on speculation, such that trading and investing in these crypto assets generally may not be based on fundamental analysis. In
addition, the price of bitcoin and ether has been highly correlated, even during periods of volatility, with ether tending to exhibit
more pronounced rises and falls. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the
possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Management
Risk. The Fund is subject to management risk because it is an actively managed portfolio. The Adviser
will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that the
Fund will meet its investment objective.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
Bitcoin
and Ether Investing Risk. The Fund is indirectly exposed to the risks of investing in bitcoin and ether
through its investments in Bitcoin and Ether. Bitcoin and ether are new and highly speculative investments. Refer to the Fund’s
prospectus for additional risks associated with bitcoin and ether.
Futures
Contracts Risk. Risks of futures contracts include: (i) an imperfect correlation between the value of
the futures contract and the underlying asset; (ii) possible lack of a liquid secondary market; (iii) the inability to close a futures
contract when desired; (iv) losses caused by unanticipated market movements, which may be unlimited; (v) an obligation for the Fund to
make daily cash payments to maintain its required margin, particularly at times when the Fund may have insufficient cash; and (vi) unfavorable
execution prices from rapid selling. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, futures
contracts normally specify a certain date for settlement in cash based on the reference asset. As the futures contracts approach expiration,
they may be replaced by similar contracts that have a later expiration. This process is referred to as “rolling.” If the market
for these contracts is in “contango,” meaning that the prices of futures contracts in the nearer months are lower than the
price of contracts in the distant months, the sale of the near-term month contract would be at a lower price than the longer-term contract,
resulting in a cost to “roll” the futures contract. The actual realization of a potential roll cost will be dependent upon
the difference in price of the near and distant contract. The costs associated with rolling Bitcoin and Ether Futures Contracts typically
are substantially higher than the costs associated with other futures contracts and may have a significant adverse impact on the performance
of the Fund. Because the margin requirement for futures contracts is less than the value of the assets underlying the futures contract,
futures trading involves a degree of leverage. As a result, a relatively small price movement in a futures contract may result in immediate
and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 40% of the value of the futures contract
is deposited as margin, a subsequent 20% decrease in the value of the futures contract would result in a loss of half of the margin deposit,
before any deduction for the transaction costs, if the account were then closed out. A decrease in excess of 40% would result in a loss
exceeding the original margin deposit, if the futures contract were closed out. Thus, a purchase or sale of a futures contract may result
in losses in excess of the amount initially invested in the futures contract. However, the Fund would presumably have sustained comparable
losses if, instead of investing in the futures contract, it had invested in the underlying financial instrument and sold it after the
decline.
Bitcoin
and Ether Futures Contracts Risk. In addition to the risks of futures contracts generally, the markets
for Bitcoin and Ether Futures Contracts have additional unique risks. The markets for Bitcoin and Ether Futures Contracts may be less
developed, less liquid and more volatile than more established futures markets. While the Bitcoin and Ether Futures Contracts markets
has grown substantially since they commenced trading, there can be no assurance that this growth will continue. Bitcoin and Ether Futures
Contracts are subject to collateral requirements and daily limits may impact the Fund’s ability to achieve the desired exposure.
If the Fund is unable to meet its investment objective, the Fund’s returns may be lower than expected. Additionally, these collateral
requirements may require the Fund to liquidate its position when it otherwise would not do so.
Futures/Spot
Correlation Risk. The markets for bitcoin and ether, on the one hand, and Bitcoin and Ether Futures
Contracts, on the other, are related but separate markets. These markets may exhibit imperfectly correlation, or even no correlation,
between price movements of either a Bitcoin or Ether Futures Contract and price movements of the bitcoin or ether, respectively. This
might occur due to factors unrelated to the value of bitcoin or ether, such as speculative or other pressures on the markets in which
these assets are traded.
Investment
Strategy Risk. The Fund, through the Subsidiary, invests in Bitcoin and Ether Futures Contracts. The
Fund does not invest directly in or hold bitcoin or ether. The price of Bitcoin and Ether Futures Contracts may differ, sometimes significantly,
from the current cash price of bitcoin and ether, which is sometimes referred to as the “spot” price of bitcoin or ether.
Consequently, the performance of the Fund is likely to perform differently from the spot price of bitcoin and ether.
Liquidity
Risk. The market for Bitcoin and Ether Futures Contracts is still developing and may be subject to periods
of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions
or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid
markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of
illiquidity, may make its positions more difficult to liquidate, and increase the losses incurred while trying to do so.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
Valuation
Risk. The Fund or the Subsidiary may hold securities or other assets that may be valued on the basis
of factors other than market quotations. This may occur because the asset or security does not trade on a centralized exchange, or in
times of market turmoil or reduced liquidity. There are multiple methods that can be used to value a portfolio holding when market quotations
are not readily available. The value established for any portfolio holding at a point in time might differ from what would be produced
using a different methodology or if it had been priced using market quotations. Portfolio holdings that are valued using techniques other
than market quotations, including “fair valued” assets or securities, may be subject to greater fluctuation in their valuations
from one day to the next than if market quotations were used. In addition, there is no assurance that the Fund or the Subsidiary could
sell or close out a portfolio position for the value established for it at any time, and it is possible that the Fund or the Subsidiary
would incur a loss because a portfolio position is sold or closed out at a discount to the valuation established by the Fund or the Subsidiary
at that time. The Fund’s ability to value investments may be impacted by technological issues or errors by pricing services or other
third-party service providers.
Collateral
Investments Risk. The Fund’s use of Collateral Investments may include obligations issued or guaranteed
by the U.S. Government, its agencies and instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, money market
funds and corporate debt securities, such as commercial paper.
Some
securities issued or guaranteed by federal agencies and U.S. Government-sponsored instrumentalities may not be backed by the full faith
and credit of the United States, in which case the investor must look principally to the agency or instrumentality issuing or guaranteeing
the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency
or instrumentality does not meet its commitment. The U.S. Government, its agencies and instrumentalities do not guarantee the market value
of their securities, and consequently, the value of such securities may fluctuate. Although the Fund may hold securities that carry U.S.
Government guarantees, these guarantees do not extend to shares of the Fund.
Money
market funds are subject to management fees and other expenses. Therefore, investments in money market funds will cause the Fund to bear
indirectly a proportional share of the fees and costs of the money market funds in which it invests. At the same time, the Fund will continue
to pay its own management fees and expenses with respect to all of its assets, including any portion invested in the shares of the money
market fund. It is possible to lose money by investing in money market funds.
Corporate
debt securities such as commercial paper generally are short-term unsecured promissory notes issued by businesses. Corporate debt may
carry variable or floating rates of interest. Corporate debt securities carry both credit risk and interest rate risk. Credit risk is
the risk that the Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it
is due.
Reverse
Repurchase Agreements Risk. The Fund may invest in reverse repurchase agreements. Reverse repurchase
agreements are transactions in which the Fund sells portfolio securities to financial institutions such as banks and broker-dealers, and
agrees to repurchase them at a mutually agreed-upon date and price which is higher than the original sale price. Reverse repurchase agreements
are a form of leverage and the use of reverse repurchase agreements by the Fund may increase the Fund’s volatility. The Fund incurs
costs, including interest expense, in connection with the opening and closing of reverse repurchase agreements that will be borne by the
shareholders.
Reverse
repurchase agreements are also subject to the risk that the other party to the reverse repurchase agreement will be unable or unwilling
to complete the transaction as scheduled, which may result in losses to the Fund. In situations where the Fund is required to post collateral
with a counterparty, the counterparty may fail to segregate the collateral or may commingle the collateral with the counterparty’s
own assets. As a result, in the event of the counterparty’s bankruptcy or insolvency, the Fund’s collateral may be subject
to the conflicting claims of the counterparty’s creditors, and the Fund may be exposed to the risk of a court treating the Fund
as a general unsecured creditor of the counterparty, rather than as the owner of the collateral. There can be no assurance that a counterparty
will not default and that the Fund will not sustain a loss on a transaction as a result.
Reverse
repurchase agreements also involve the risk that the market value of the securities sold by the Fund may decline below the price at which
it is obligated to repurchase the securities. In addition, when the Fund invests the
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proceeds
it receives in a reverse repurchase transaction, there is a risk that those investments may decline in value. In this circumstance, the
Fund could be required to sell other investments in order to meet its obligations to repurchase the securities.
Debt
Securities Risk. Investments in debt securities subject the holder to the credit risk of the issuer.
Credit risk refers to the possibility that the issuer or other obligor of a security will not be able or willing to make payments of interest
and principal when due. Generally, the value of debt securities will change inversely with changes in interest rates. To the extent that
interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of
those securities may fall sharply. During periods of falling interest rates, the income received by the Fund may decline. If the principal
on a debt security is prepaid before expected, the prepayments of principal may have to be reinvested in obligations paying interest at
lower rates. Debt securities generally do not trade on a securities exchange making them generally less liquid and more difficult to value
than common stock.
Tax
Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of
the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital
gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as
a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at
the Fund level and to a further tax at the shareholder level when such income is distributed. Additionally, buying securities shortly
before the record date for a taxable dividend or capital gain distribution is commonly known as “buying the dividend.” In
the event a shareholder purchases Shares shortly before such a distribution, the entire distribution may be taxable to the shareholder
even though a portion of the distribution effectively represents a return of the purchase price. To comply with the asset diversification
test applicable to a RIC, the Fund must limit its investments in the Subsidiary to 25% of the Fund’s total assets at the end of
each tax quarter or cure any non-compliance during the grace period. The investment strategy of the Fund may cause the Fund to hold more
than 25% of the Fund’s total assets in investments in the Subsidiary the majority of the time. The Fund intends to manage the exposure
to the Subsidiary so that the Fund’s investments in the Subsidiary do not exceed 25% of the total assets at the end of any tax quarter.
If the Fund’s investments in the Subsidiary were to exceed 25% of the Fund’s total assets at the end of a tax quarter,
the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible
to be treated as a RIC.
Because
Bitcoin and Ether Futures Contracts produce non-qualifying income for purposes of qualifying as a RIC, the Fund makes its investments
in Bitcoin and Ether Futures Contracts through the Subsidiary. The Fund intends to treat any income it may derive from the futures contracts
received by the Subsidiary as “qualifying income” under the provisions of the Code applicable to RICs. The Internal Revenue
Service (the “IRS”) has issued numerous Private Letter Rulings (“PLRs”)
provided to third parties not associated with the Fund or its affiliates (which only those parties may rely on as precedent) concluding
that similar arrangements resulted in qualifying income. Many of such PLRs have now been revoked by the IRS. In March of 2019, the Internal
Revenue Service published Regulations that concluded that income from a corporation similar to the Subsidiary would be qualifying income,
if the income is related to the Fund’s business of investing in stocks or securities. Although the Regulations do not require distributions
from the Subsidiary, the Fund intends to cause the Subsidiary to make distributions that would allow the Fund to make timely distributions
to its shareholders. The Fund generally will be required to include in its own taxable income the income of the Subsidiary for a tax year,
regardless of whether the Fund receives a distribution of the Subsidiary’s income in that tax year, and this income would nevertheless
be subject to the distribution requirement for qualification as a regulated investment company and would be taken into account for purposes
of the 4% excise tax.
If,
in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to
or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income
tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of
income available for distribution. In addition, in order to requalify for taxation as a RIC, the Fund could be required to recognize unrealized
gains, pay substantial taxes and interest, and make certain distributions.
Subsidiary
Investment Risk. Changes in the laws of the United States and/or the Cayman Islands, under which the
Fund and the Subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively
affect the Fund and its shareholders. The Subsidiary is not registered under the 1940 Act and is not
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subject
to all the investor protections of the 1940 Act. However, as the Subsidiary is wholly-owned by the Fund, and the investors of the Fund
will have the investor protections of the 1940 Act, the Fund as a whole—including the Subsidiary—will provide investors with
1940 protections.
Target
Exposure and Rebalancing Risks. The Fund will normally seek to maintain aggregate notional exposure
to bitcoin and ether equal to 100% of the net assets of the Fund. However, in order to comply with certain tax qualification tests at
the end of each tax quarter, the Fund may reduce its exposure to Bitcoin and Ether Futures Contracts on or about such dates. If the value
of Bitcoin and Ether Futures Contracts rises during such periods that the Fund has reduced its exposure, the performance of the Fund will
be less than it would have been had the Fund maintained is exposure through such period.
Commodity
Regulatory Risk. The Fund’s use of commodity futures subject to regulation by the CFTC has caused
the Fund to be classified as a “commodity pool” and this designation requires that the Fund comply with CFTC rules, which
may impose additional regulatory requirements and compliance obligations. The Fund’s investment decisions may need to be modified,
and commodity contract positions held by the Fund may have to be liquidated at disadvantageous times or prices, to avoid exceeding any
applicable position limits established by the CFTC, potentially subjecting the Fund to substantial losses. The regulation of commodity
transactions in the United States is subject to ongoing modification by government, self-regulatory and judicial action. The effect of
any future regulatory change with respect to any aspect of the Fund is impossible to predict, but could be substantial and adverse to
the Fund.
Volatility
Risk. Volatility is the characteristic of a security or other asset, an index or a market to fluctuate
significantly in price within a short time period. The prices of bitcoin, ether and Bitcoin and Ether Futures Contracts have historically
been highly volatile. The value of the Fund’s investments in Bitcoin and Ether Futures Contracts – and therefore the value
of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept
significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund,
you should not invest in the Fund.
Asset
Concentration Risk. Since the Fund may take concentrated positions in Bitcoin and Ether Futures Contracts,
the Fund’s performance may be disproportionately and significantly impacted by the poor performance of those positions to which
it has significant exposure. Concentration in Bitcoin and Ether Futures Contracts makes the Fund more susceptible to any single occurrence
affecting the underlying positions and may subject the Fund to greater market risk than more diversified funds.
Interest
Rate Risk. Interest rate risk is the risk that the value of the debt securities in the Fund’s
portfolio will decline because of rising market interest rates. Interest rate risk is generally lower for shorter term debt securities
and higher for longer-term debt securities. The Fund may be subject to a greater risk of rising interest rates than would normally be
the case due to the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting
market reaction to those initiatives. Duration is a reasonably accurate measure of a debt security’s price sensitivity to changes
in interest rates and a common measure of interest rate risk. Duration measures a debt security’s expected life on a present value
basis, taking into account the debt security’s yield, interest payments and final maturity. In general, duration represents the
expected percentage change in the value of a security for an immediate 1% change in interest rates. For example, the price of a debt security
with a three-year duration would be expected to drop by approximately 3% in response to a 1% increase in interest rates. Therefore, prices
of debt securities with shorter durations tend to be less sensitive to interest rate changes than debt securities with longer durations.
As the value of a debt security changes over time, so will its duration.
Cash
Transaction Risk. Most ETFs generally make in-kind redemptions to avoid being taxed at the fund level
on gains on the distributed portfolio securities. However, unlike most ETFs, the Fund currently intends to effect some or all redemptions
for cash, rather than in-kind, because of the nature of the Fund’s investments. The Fund may be required to sell portfolio securities
to obtain the cash needed to distribute redemption proceeds, which involves transaction costs that the Fund may not have incurred had
it effected redemptions entirely in kind. These costs may include brokerage costs and/or taxable gains or losses, which may be imposed
on the Fund and decrease the Fund’s NAV to the extent such costs are not offset by a transaction fee payable to an AP. If the Fund
recognizes gain on these sales, this generally will cause the Fund to recognize gain it might not otherwise have recognized if it were
to distribute portfolio securities
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in-kind,
or to recognize such gain sooner than would otherwise be required. This may decrease the tax efficiency of the Fund compared to ETFs that
utilize an in-kind redemption process, and there may be a substantial difference in the after-tax rate of return between the Fund and
other ETFs.
Clearing
Broker Risk. The Fund’s investments in exchange-traded futures contracts expose it to the risks
of a clearing broker (or a futures commission merchant (“FCM”)). Under current regulations, a clearing broker or FCM maintains
customers’ assets in a bulk segregated account. There is a risk that Fund assets deposited with the clearing broker to serve as
margin may be used to satisfy the broker’s own obligations or the losses of the broker’s other clients. In the event of default,
the Fund could experience lengthy delays in recovering some or all of its assets and may not see any recovery at all. Furthermore, the
Fund is subject to the risk that no FCM is willing or able to clear the Fund’s transactions or maintain the Fund’s assets.
If the Fund’s FCMs are unable or unwilling to clear the Fund’s transactions, or if the FCM refuses to maintain the Fund’s
assets, the Fund will be unable have its orders for Bitcoin and Ether Futures Contracts fulfilled or assets custodied. In such a circumstance,
the performance of the Fund will likely deviate from the performance of bitcoin and ether and may result in the proportion of Bitcoin
and Ether Futures Contracts in the Fund’s portfolio relative to the total assets of the Fund to decrease.
Investment
Capacity Risk. If the Fund’s ability to obtain exposure to bitcoin and ether futures contracts
consistent with its investment objective is disrupted for any reason, including but not limited to, limited liquidity in the Bitcoin and
Ether Futures Contracts markets, a disruption to the Bitcoin and Ether Futures Contracts market, or as a result of margin requirements
or position limits imposed by the Fund’s FCMs, the exchanges on which the Bitcoin and Ether Futures Contracts trade, or the CFTC,
the Fund would not be able to achieve its investment objective and may experience significant losses.
Cyber
Security Risk. The Fund is susceptible to operational risks through breaches in cyber security. A breach
in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer
data corruption or lose operational capacity. Such events could cause the Fund to incur regulatory penalties, reputational damage, additional
compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to
the Fund’s digital information systems through “hacking” or malicious software coding, but may also result from outside
attacks such as denial-of- service attacks through efforts to make network services unavailable to intended users. In addition, cyber
security breaches of the Fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-adviser,
as applicable, or issuers in which the Fund invests, can also subject the Fund to many of the same risks associated with direct cyber
security breaches. While the Fund has established business continuity plans and risk management systems designed to reduce the risks associated
with cyber security, there are inherent limitations in such plans and systems. Additionally, there is no guarantee that such efforts will
succeed, especially because the Fund does not directly control the cyber security systems of issuers or third-party service providers.
Authorized
Participant Concentration Risk. Only an authorized participant may engage in creation or redemption
transactions directly with the Fund. The Fund has a limited number of institutions that act as authorized participants on an agency basis
(i.e. on behalf of other market
participants). To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders
with respect to the Fund and no other authorized participant is able to step forward to create or redeem, in either of these cases, Shares
may trade at a discount to the Fund’s net asset value and possibly face delisting.
Frequent
Trading Risk. The Fund regularly purchases and subsequently sells (i.e.,
“rolls”) individual futures contracts throughout the year so as to maintain a fully invested position. As the contracts near
their expiration dates, the Fund rolls them over into new contracts. This frequent trading of contracts may increase the amount of commissions
or mark-ups to broker-dealers that the Fund pays when it buys and sells contracts, which may detract from the Fund’s performance.
High portfolio turnover may result in the Fund paying higher levels of transaction costs and may generate greater tax liabilities for
shareholders. Frequent trading risk may cause the Fund’s performance to be less than expected.
Active
Management Risk. The Fund is actively managed and its performance reflects investment decisions that
the Sub-Adviser and Adviser make for the Fund. Such judgments about the Fund’s investments may prove to be
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incorrect.
If the investments selected and the strategies employed by the Fund fail to produce the intended results, the Fund could underperform
as compared to other funds with similar investment objectives and/or strategies, or could have negative returns.
Active
Market Risk. Although the Shares are listed for trading on the Exchange, there can be no assurance that
an active trading market for the Shares will develop or be maintained. Shares trade on the Exchange at market prices that may be below,
at or above the Fund’s net asset value. Securities, including the Shares, are subject to market fluctuations and liquidity constraints
that may be caused by such factors as economic, political, or regulatory developments, changes in interest rates, and/or perceived trends
in securities prices. Shares of the Fund could decline in value or underperform other investments.
Premium/Discount
Risk. The market price of the Fund’s Shares will generally fluctuate in accordance with changes
in the Fund’s net asset value as well as the relative supply of and demand for Shares on the Exchange. The Fund’s market price
may deviate from the value of the Fund’s underlying portfolio holdings, particularly in time of market stress, with the result that
investors may pay more or receive less than the underlying value of the Fund shares bought or sold. The Adviser and Sub-Adviser cannot
predict whether Shares will trade below, at or above their net asset value because the Shares trade on the Exchange at market prices and
not at net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary
trading market for Shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of the
Fund trading individually or in the aggregate at any point in time. However, given that Shares can only be purchased and redeemed in Creation
Units, and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares
of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser
and Sub-Adviser believe that large discounts or premiums to the net asset value of Shares should not be sustained. During stressed market
conditions, the market for the Fund’s Shares may become less liquid in response to deteriorating liquidity in the market for the
Fund’s underlying portfolio holdings, which could in turn lead to differences between the market price of the Fund’s Shares
and their net asset value. This can be reflected as a spread between the bid and ask prices for the Fund quoted during the day or a premium
or discount in the closing price from the Fund’s NAV.
Operational
Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not
limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties,
failed or inadequate processes and technology or systems failures. The Fund, Adviser and Sub-Adviser seek to reduce these operational
risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these
risks.
Credit
Risk. An issuer or other obligated party of a debt security may be unable or unwilling to make dividend,
interest and/or principal payments when due. In addition, the value of a debt security may decline because of concerns about the issuer’s
ability or unwillingness to make such payments.
Leverage
Risk. The Fund seeks to achieve and maintain the exposure to the price of bitcoin and ether by using
leverage inherent in futures contracts. Therefore, the Fund is subject to leverage risk. When the Fund purchases or sells an instrument
or enters into a transaction without investing an amount equal to the full economic exposure of the instrument or transaction, it creates
leverage, which can result in the Fund losing more than it originally invested. As a result, these investments may magnify losses to the
Fund, and even a small market movement may result in significant losses to the Fund. Leverage may also cause a Fund to be more volatile
because it may exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. Futures trading
involves a degree of leverage and as a result, a relatively small price movement in futures instruments may result in immediate and substantial
losses to the Fund. The Fund may at times be required to liquidate portfolio positions, including when it is not advantageous to do so,
in order to comply with guidance from the Securities and Exchange Commission (the “SEC”)
regarding asset segregation requirements to cover certain leveraged positions.
Market
Maker Risk. If the Fund has lower average daily trading volumes, it may rely on a small number of third-party
market makers to provide a market for the purchase and sale of Shares. Any trading halt or other problem relating to the trading activity
of these market makers could result in a dramatic change in the spread between the Fund’s net asset value and the price at which
the Shares are trading on the Exchange, which could result in a decrease in value
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of
the Shares. In addition, decisions by market makers or authorized participants to reduce their role or step away from these activities
in times of market stress could inhibit the effectiveness of the arbitrage process in maintaining the relationship between the underlying
values of the Fund’s portfolio securities and the Fund’s market price. This reduced effectiveness could result in Shares trading
at a discount to net asset value and also in greater than normal intra-day bid-ask spreads for Shares.
Non-Diversification
Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, the Fund
is only limited as to the percentage of its assets which may be invested in the securities of any one issuer by the diversification requirements
imposed by the Internal Revenue Code of 1986, as amended. The Fund may invest a relatively high percentage of its assets in a limited
number of issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or
more of these issuers, experience increased volatility and be highly invested in certain issuers.
Trading
Issues Risk. Trading in Fund Shares on the Exchange may be halted due to market conditions or for reasons
that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Fund Shares on the Exchange is subject
to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. There
can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will
remain unchanged. The Fund may have difficulty maintaining its listing on the Exchange in the event the Fund’s assets are small,
the Fund does not have enough shareholders, or if the Fund is unable to proceed with creation and/or redemption orders.
Bitcoin
Leverage ETF
Aggressive
Investment Risk. Bitcoin Futures Contracts are relatively new investments. They are subject to unique
and substantial risks, and historically, have been subject to significant price volatility. The value of an investment in the Fund could
decline significantly and without warning, including to zero. You may lose the full value of your investment within a single day. If you
are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire
investment in the Fund you should not invest in the Fund. The value of an investment in the Fund could decline significantly and without
warning, including to zero. You should be prepared to lose your entire investment. The Shares will change in value, and you could lose
money by investing in the Fund. The Fund may not achieve its investment objective. Separately, the Fund does not invest directly in or
hold bitcoin. The price of bitcoin futures may differ, sometimes significantly, from the current cash price of bitcoin, which is sometimes
referred to as the “spot” price of bitcoin. Consequently, the performance of the Fund is likely to perform differently from
the spot price of bitcoin. The differences in the prices of bitcoin and Bitcoin Futures Contracts will expose the Fund to risks different
from, and possibly greater than, the risks associated with investing directly in bitcoin, including larger losses or smaller gains.
Compounding
Risk. The Fund has a single day investment objective, and the Fund’s performance for any other
period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single
day will very likely differ in amount, and possibly even direction, from twice (2x) of the daily return of the Index for the same period,
before accounting for fees and expenses. Compounding affects all investments but has a more significant impact on a leveraged fund. This
effect becomes more pronounced as Index volatility and holding periods increase.
Leveraged
Correlation Risk. A number of factors may affect the Fund’s ability to achieve a high degree of
correlation to its sought-after leveraged (2x) returns of the Index, and there is no guarantee that the Fund will achieve a high degree
of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its daily investment objective, and
the percentage change of the Fund’s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from
twice (2x) the Index on a given day. A number of other factors may adversely affect the Fund’s correlation to its sought-after two-times
(2x) returns of the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income
items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for Bitcoin Futures Contracts in which
the Fund invests. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions,
or for other reasons, each of which may negatively affect the Fund’s correlation with the Index. The Fund may also be subject to
large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or over-exposed to
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the
Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund’s
ability to meet its daily investment objective.
Target
Exposure and Rebalancing Risks. The Fund normally will seek to maintain notional exposure to the Index
at 200%. The Fund generally will invest in Bitcoin Futures Contracts through its Subsidiary and in Collateral Investments. At or around
quarter-end, in order to qualify for treatment as a RIC under the Code, the Fund may reduce the gross assets it has invested in its Subsidiary
and invest in a combination of other investment companies and reverse repurchase agreements. During these periods at or around quarter
end, although the Fund will continue to pursue its investment objective, however its exposure to Bitcoin Futures Contracts will be reduced
and the performance of the Fund may be less than it would have been had the Fund maintained its exposure through such period. The
Fund may not always achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the
Index, and may return substantially less than that on days at or around quarter end when the Fund must reduce its exposure to the Subsidiary
to qualify for tax treatment as a RIC.
In
addition, significant and unpredictable increases in bitcoin futures margin rates relative to prevailing futures prices could result in
the Fund not achieving its target 2x exposure and as such would cause the Fund to experience greater risk of failing to meet its target
exposure of two times (2x) the daily performance of the Index, before fees and expenses.
Management
Risk. The Fund is subject to management risk because it is an actively managed portfolio. The Adviser
will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that the
Fund will meet its investment objective.
Bitcoin
Investing Risk. The Fund is indirectly exposed to the risks of investing in bitcoin through its investments
in the portfolio companies. Bitcoin is a new and highly speculative investment. Refer to the Fund’s prospectus for additional risks
associated with bitcoin.
Derivatives
Risk. The Fund may obtain exposure through the following derivatives: Bitcoin Futures and options on
Bitcoin Futures ETFs.
The
Fund may invest in and will have investment exposure to forms of derivatives, which may be considered aggressive and may expose the Fund
to greater risks and larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives.
A derivative refers to any financial instrument whose value is derived, at least in part, from the price of an underlying security, asset,
rate or index. The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly
in traditional securities. Changes in the value of a derivative may not correlate perfectly with the underlying security, asset, rate
or index. Gains or losses in a derivative may be magnified and may be much greater than the derivative’s original cost.
Liquidity
Risk. The market for the Bitcoin Futures Contracts is still developing and may be subject to periods
of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions
or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid
markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of
illiquidity, may make its positions more difficult to liquidate, and increase the losses incurred while trying to do so.
Valuation
Risk. The Fund or the Subsidiary may hold securities or other assets that may be valued on the basis
of factors other than market quotations. This may occur because the asset or security does not trade on a centralized exchange, or in
times of market turmoil or reduced liquidity. There are multiple methods that can be used to value a portfolio holding when market quotations
are not readily available. The value established for any portfolio holding at a point in time might differ from what would be produced
using a different methodology or if it had been priced using market quotations. Portfolio holdings that are valued using techniques other
than market quotations, including “fair valued” assets or securities, may be subject to greater fluctuation in their valuations
from one day to the next than if market quotations were used. In addition, there is no assurance that the Fund or the Subsidiary could
sell or close out a portfolio position for the value established for it at any time, and it is possible that the Fund or the Subsidiary
would
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incur
a loss because a portfolio position is sold or closed out at a discount to the valuation established by the Fund or the Subsidiary at
that time. The Fund’s ability to value investments may be impacted by technological issues or errors by pricing services or other
third-party service providers.
Collateral
Investments Risk. The Fund’s use of Collateral Investments may include obligations issued or guaranteed
by the U.S. Government, its agencies and instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, money
market funds and corporate debt securities, such as commercial paper.
Some
securities issued or guaranteed by federal agencies and U.S. Government-sponsored instrumentalities may not be backed by the full
faith and credit of the United States, in which case the investor must look principally to the agency or instrumentality issuing or guaranteeing
the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency
or instrumentality does not meet its commitment. The U.S. Government, its agencies and instrumentalities do not guarantee the market
value of their securities, and consequently, the value of such securities may fluctuate. Although the Fund may hold securities that carry
U.S. Government guarantees, these guarantees do not extend to shares of the Fund.
Money
market funds are subject to management fees and other expenses. Therefore, investments in money market funds will cause the Fund to bear
indirectly a proportional share of the fees and costs of the money market funds in which it invests. At the same time, the Fund will continue
to pay its own management fees and expenses with respect to all of its assets, including any portion invested in the shares of the money
market fund. It is possible to lose money by investing in money market funds.
Corporate
debt securities such as commercial paper generally are short-term unsecured promissory notes issued by businesses. Corporate debt may
carry variable or floating rates of interest. Corporate debt securities carry both credit risk and interest rate risk. Credit risk is
the risk that the Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it
is due.
Counterparty
Risk. The Fund is subjected to counterparty risk or credit risk (i.e.,
the risk that a counterparty is unwilling or unable to make timely payments or otherwise meet its contractual obligations) by virtue of
its investments in Bitcoin Futures Contracts, reverse repurchase agreements, or options on Bitcoin Futures ETFs. Investing in derivatives
involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from
those associated with ordinary portfolio securities transactions. If a counterparty becomes bankrupt or fails to perform its obligations,
or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund’s ability
to access such collateral, the value of an investment in the Fund may decline. The Fund may be negatively impacted if a counterparty becomes
bankrupt or otherwise fails to perform its obligations under such an agreement. The Fund may experience significant delays in obtaining
any recovery in a bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery
in such circumstances. In order to attempt to mitigate potential counterparty credit risk, the Fund typically enters into transactions
with major financial institutions.
The
counterparty to an exchange-traded futures contract is subject to the credit risk of the clearing house and the FCM through which it holds
its position. Specifically, the FCM or the clearing house could fail to perform its obligations or become insolvent, causing significant
losses to the Fund, including the loss of any margin payments it had deposited with an FCM as well as any gains owed, but not yet paid,
to the Fund. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing
houses and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing
house would have on the financial system.
Under
current CFTC regulations, a FCM maintains customers’ assets in a bulk segregated account. If a FCM fails to do so, or is unable
to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event
of that FCM’s bankruptcy. In that event, in the case of futures, the FCM’s customers are entitled to recover, even in respect
of property specifically traceable to them, only a proportional share of all property available for distribution to all of that FCM’s
customers. In addition, if the FCM does not comply with the applicable regulations, or in the event of a fraud or misappropriation of
customer assets by the FCM, the Fund could have only an unsecured creditor claim in an insolvency of the FCM with respect to the margin
held by the FCM. FCMs are also required to transfer to the clearing house the amount of margin required by the clearing house, which amount
is
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generally
held in an omnibus account at the clearing house for all customers of the FCM. In addition, the Fund may enter into futures contracts
and repurchase agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit
risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty.
Contractual
provisions and applicable law may prevent or delay the Fund from exercising its rights to terminate an investment or transaction with
a financial institution experiencing financial difficulties, or to realize on collateral, and another institution may be substituted for
that financial institution without the consent of the Fund. If the credit rating of a counterparty of the Fund declines, the Fund may
nonetheless choose or be required to keep existing transactions in place with the counterparty, in which event the Fund would be subject
to any increased credit risk associated with those transactions. Also, in the event of a counterparty’s (or its affiliate’s)
insolvency, the possibility exists that the Fund’s ability to exercise remedies, such as the termination of transactions, netting
of obligations and realization on collateral, could be stayed or eliminated under special resolution regimes adopted in the United States,
the European Union and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when
a financial institution is experiencing financial difficulty. In particular, the regulatory authorities could reduce, eliminate, or convert
to equity the liabilities to the Fund of a counterparty who is subject to such proceedings in the European Union (sometimes referred to
as a “bail in”).
Debt
Securities Risk. Investments in debt securities subject the holder to the credit risk of the issuer.
Credit risk refers to the possibility that the issuer or other obligor of a security will not be able or willing to make payments of interest
and principal when due. Generally, the value of debt securities will change inversely with changes in interest rates. To the extent that
interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of
those securities may fall sharply. During periods of falling interest rates, the income received by the Fund may decline. If the principal
on a debt security is prepaid before expected, the prepayments of principal may have to be reinvested in obligations paying interest at
lower rates. Debt securities generally do not trade on a securities exchange making them generally less liquid and more difficult to value
than common stock.
Tax
Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M
of the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net
capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify
as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax
at the Fund level and to a further tax at the shareholder level when such income is distributed. Additionally, buying securities shortly
before the record date for a taxable dividend or capital gain distribution is commonly known as “buying the dividend.” In
the event a shareholder purchases Shares shortly before such a distribution, the entire distribution may be taxable to the shareholder
even though a portion of the distribution effectively represents a return of the purchase price. To comply with the asset diversification
test applicable to a RIC, the Fund must limit its investments in the Subsidiary to 25% of the Fund’s total assets at the end of
each tax quarter or cure any non-compliance during the grace period. The investment strategy of the Fund may cause the Fund to hold more
than 25% of the Fund’s total assets in investments in the Subsidiary the majority of the time. The Fund intends to manage the exposure
to the Subsidiary so that the Fund’s investments in the Subsidiary do not exceed 25% of the total assets at the end of any quarter.
Accordingly, because Congress saw fit, beginning in 1942, to explicitly reject the approach of a continuous or ongoing test, and instead
to adopt an asset diversification test that would be met at quarter-end, the Registrant believes meeting the test at quarter-end while
purposefully and continuously investing substantially more than 25% of assets in the Subsidiary throughout the quarter is consistent with
the asset diversification test. If the Fund’s investments in the Subsidiary were to exceed 25% of the Fund’s total assets
at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure,
it may no longer be eligible to be treated as a RIC.
Because
Bitcoin Futures Contracts produce non-qualifying income for purposes of qualifying as a RIC, the Fund makes its investments in Bitcoin
Futures Contracts through the Subsidiary. The Fund intends to treat any income it may derive from the futures contracts received by the
Subsidiary as “qualifying income” under the provisions of the Code applicable to RICs. The Internal Revenue Service (the “IRS”)
has issued numerous Private Letter Rulings (“PLRs”) provided to third parties not
associated with the Fund or its affiliates (which only those parties may rely on as precedent) concluding that similar arrangements resulted
in qualifying income. Many of such PLRs have now been revoked by the
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IRS.
In March of 2019, the IRS published Regulations that concluded that income from a corporation similar to the Subsidiary would be qualifying
income, if the income is related to the Fund’s business of investing in stocks or securities. Although the Regulations do not require
distributions from the Subsidiary, the Fund intends to cause the Subsidiary to make distributions that would allow the Fund to make timely
distributions to its shareholders. The Fund generally will be required to include in its own taxable income the income of the Subsidiary
for a tax year, regardless of whether the Fund receives a distribution of the Subsidiary’s income in that tax year, and this income
would nevertheless be subject to the distribution requirement for qualification as a regulated investment company and would be taken into
account for purposes of the 4% excise tax.
If,
in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to
or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income
tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of
income available for distribution. In addition, in order to requalify for taxation as a RIC, the Fund could be required to recognize unrealized
gains, pay substantial taxes and interest, and make certain distributions.
Subsidiary
Investment Risk. Changes in the laws of the United States and/or the Cayman Islands, under which the
Fund and the Subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively
affect the Fund and its shareholders. The Subsidiary is not registered under the 1940 Act and is not subject to all the investor
protections of the 1940 Act. However, as the Subsidiary is wholly-owned by the Fund, and the investors of the Fund will have the
investor protections of the 1940 Act, the Fund as a whole—including the Subsidiary—will provide investors with certain
1940 Act protections.
Commodity
Regulatory Risk. The Fund’s use of commodity futures subject to regulation by the CFTC has caused
the Fund to be classified as a “commodity pool” and this designation requires that the Fund comply with CFTC rules, which
may impose additional regulatory requirements and compliance obligations. The Fund’s investment decisions may need to be modified,
and commodity contract positions held by the Fund may have to be liquidated at disadvantageous times or prices, to avoid exceeding any
applicable position limits established by the CFTC, potentially subjecting the Fund to substantial losses. The regulation of commodity
transactions in the United States is subject to ongoing modification by government, self-regulatory and judicial action. The effect of
any future regulatory change with respect to any aspect of the Fund is impossible to predict but could be substantial and adverse to the
Fund.
Volatility
Risk. Volatility is the characteristic of a security or other asset, an index or a market to fluctuate
significantly in price within a short time period. The prices of bitcoin and bitcoin futures have historically been highly volatile. The
value of the Fund’s investments in bitcoin futures – and therefore the value of an investment in the Fund – could
decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in
the value of the Fund and the possibility that you could lose your entire investment in the Fund, you should not invest in the Fund.
Asset
Concentration Risk. Since the Fund may take concentrated positions in certain securities, including
Bitcoin Futures Contracts, the Fund’s performance may be hurt disproportionately and significantly by the poor performance of those
positions to which it has significant exposure. Asset concentration makes the Fund more susceptible to any single occurrence affecting
the underlying positions and may subject the Fund to greater market risk than more diversified funds.
Interest
Rate Risk. Interest rate risk is the risk that the value of the debt securities in the Fund’s
portfolio will decline because of rising market interest rates. Interest rate risk is generally lower for shorter term debt securities
and higher for longer-term debt securities. The Fund may be subject to a greater risk of rising interest rates than would normally be
the case due to the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting
market reaction to those initiatives. Duration is a reasonably accurate measure of a debt security’s price sensitivity to changes
in interest rates and a common measure of interest rate risk. Duration measures a debt security’s expected life on a present value
basis, taking into account the debt security’s yield, interest payments and final maturity. In general, duration represents the
expected percentage change in the value of a security for an immediate 1% change in interest rates. For example, the price of a debt security
with a three-year duration would be expected to drop by approximately 3% in response to a 1% increase in interest rates. Therefore, prices
of debt securities
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with
shorter durations tend to be less sensitive to interest rate changes than debt securities with longer durations. As the value of a debt
security changes over time, so will its duration.
Clearing
Broker Risk. The Fund’s investments in exchange-traded futures contracts expose it to the risks
of a clearing broker (or an FCM). Under current regulations, a clearing broker or FCM maintains customers’ assets in a bulk segregated
account. There is a risk that Fund assets deposited with the clearing broker to serve as margin may be used to satisfy the broker’s
own obligations or the losses of the broker’s other clients. In the event of default, the Fund could experience lengthy delays in
recovering some or all of its assets and may not see any recovery at all. Furthermore, the Fund is subject to the risk that no FCM is
willing or able to clear the Fund’s transactions or maintain the Fund’s assets. If the Fund’s FCMs are unable or unwilling
to clear the Fund’s transactions, or if the FCM refuses to maintain the Fund’s assets, the Fund will be unable have its orders
for Bitcoin Futures Contracts fulfilled or assets custodied. In such a circumstance, the performance of the Fund will likely deviate from
the performance of bitcoin and may result in the proportion of Bitcoin Futures Contracts in the Fund’s portfolio relative to the
total assets of the Fund to decrease.
Investment
Capacity Risk. If the Fund’s ability to obtain exposure to Bitcoin Futures Contracts consistent
with its investment objective is disrupted for any reason, including but not limited to, limited liquidity in the bitcoin futures market,
a disruption to the bitcoin futures market, or as a result of margin requirements or position limits imposed by the Fund’s FCMs,
the CME, or the CFTC, the Fund would not be able to achieve its investment objective and may experience significant losses.
Cyber
Security Risk. The Fund is susceptible to operational risks through breaches in cyber security. A breach
in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer
data corruption or lose operational capacity. Such events could cause the Fund to incur regulatory penalties, reputational damage, additional
compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to
the Fund’s digital information systems through “hacking” or malicious software coding but may also result from outside
attacks such as denial-of-service attacks through efforts to make network services unavailable to intended users. In addition, cybersecurity
breaches of the Fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-advisor, as applicable,
or issuers in which the Fund invests, can also subject the Fund to many of the same risks associated with direct cyber security breaches.
While the Fund has established business continuity plans and risk management systems designed to reduce the risks associated with cyber
security, there are inherent limitations in such plans and systems. Additionally, there is no guarantee that such efforts will succeed,
especially because the Fund does not directly control the cyber security systems of issuers or third-party service providers.
Authorized
Participant Concentration Risk. Only an authorized participant may engage in creation or redemption
transactions directly with the Fund. The Fund has a limited number of institutions that act as authorized participants on an agency basis
(i.e., on behalf of other market
participants). To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders
with respect to the Fund and no other authorized participant is able to step forward to create or redeem, in either of these cases, Shares
may trade at a discount to the Fund’s net asset value and possibly face delisting.
Frequent
Trading Risk. The Fund regularly purchases and subsequently sells (i.e.,
“rolls”) individual futures contracts throughout the year so as to maintain a fully invested position. As the contracts near
their expiration dates, the Fund rolls them over into new contracts. This frequent trading of contracts may increase the amount of commissions
or mark-ups to broker-dealers that the Fund pays when it buys and sells contracts, which may detract from the Fund’s performance.
High portfolio turnover may result in the Fund paying higher levels of transaction costs and may generate greater tax liabilities for
shareholders. Frequent trading risk may cause the Fund’s performance to be less than expected.
Active
Management Risk. The Fund is actively managed and its performance reflects investment decisions that
the portfolio managers make for the Fund. Such judgments about the Fund’s investments may prove to be incorrect. If the investments
selected and the strategies employed by the Fund fail to produce the intended results, the Fund could underperform as compared to other
funds with similar investment objectives and/or strategies or could have negative returns.
Active
Market Risk. Although the Shares are listed for trading on the Exchange, there can be no assurance that
an active trading market for the Shares will develop or be maintained. Shares trade on the Exchange at market prices that
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may
be below, at or above the Fund’s net asset value. Securities, including the Shares, are subject to market fluctuations and liquidity
constraints that may be caused by such factors as economic, political, or regulatory developments, changes in interest rates, and/or perceived
trends in securities prices. Shares of the Fund could decline in value or underperform other investments.
Premium/Discount
Risk. The market price of the Fund’s Shares will generally fluctuate in accordance with changes
in the Fund’s net asset value as well as the relative supply of and demand for Shares on the Exchange. The Fund’s market price
may deviate from the value of the Fund’s underlying portfolio holdings, particularly in time of market stress, with the result that
investors may pay more or receive less than the underlying value of the Fund shares bought or sold. The portfolio managers cannot predict
whether Shares will trade below, at or above their net asset value because the Shares trade on the Exchange at market prices and not at
net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading
market for Shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of the Fund trading
individually or in the aggregate at any point in time. However, given that Shares can only be purchased and redeemed in Creation Units,
and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares of
closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the portfolio
managers believe that large discounts or premiums to the net asset value of Shares should not be sustained. During stressed market conditions,
the market for the Fund’s Shares may become less liquid in response to deteriorating liquidity in the market for the Fund’s
underlying portfolio holdings, which could in turn lead to differences between the market price of the Fund’s Shares and their net
asset value. This can be reflected as a spread between the bid and ask prices for the Fund quoted during the day or a premium or discount
in the closing price from the Fund’s NAV.
Operational
Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not
limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties,
failed or inadequate processes and technology or systems failures. The Fund, Adviser and Sub-Adviser seek to reduce these operational
risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these
risks.
Credit
Risk. An issuer or other obligated party of a debt security may be unable or unwilling to make dividend,
interest and/or principal payments when due. In addition, the value of a debt security may decline because of concerns about the issuer’s
ability or unwillingness to make such payments.
Leverage
Risk. The Fund seeks to achieve its investment objective by using the leverage inherent in futures contracts,
subjecting it to leverage risk. When the Fund enters into a transaction without investing an amount equal to the full economic exposure
of the transaction, it creates leverage, which can result in the Fund losing more than it originally invested. Therefore, leveraged investments
may magnify losses to the Fund, and even a small market movement may result in significant losses to the Fund. Leverage may also cause
the Fund to be more volatile because it may exaggerate the effect of any increase or decrease in the value of the Fund’s investments.
Futures trading involves a degree of leverage and as a result, a relatively small price movement in futures instruments may result in
immediate and substantial losses to the Fund. The Fund may at times be required to liquidate portfolio positions, including when it is
not advantageous to do so, in order to comply with guidance from the Securities and Exchange Commission (the “SEC”)
regarding asset segregation requirements to cover certain leveraged positions.
Reverse
Repurchase Agreements Risk. The Fund may invest in reverse repurchase agreements. Reverse repurchase
agreements are transactions in which the Fund sells portfolio securities to financial institutions such as banks and broker-dealers, and
agrees to repurchase them at a mutually agreed-upon date and price which is higher than the original sale price. Reverse repurchase agreements
are a form of leverage and the use of reverse repurchase agreements by the Fund may increase the Fund’s volatility. The Fund incurs
costs, including interest expenses, in connection with the opening and closing of reverse repurchase agreements that will be borne by
the shareholders.
Reverse
repurchase agreements are also subject to the risk that the other party to the reverse repurchase agreement will be unable or unwilling
to complete the transaction as scheduled, which may result in losses to the Fund. In situations where the Fund is required to post collateral
with a counterparty, the counterparty may fail to segregate the collateral or may commingle the collateral with the counterparty’s
own assets. As a result, in the event of the counterparty’s
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bankruptcy
or insolvency, the Fund’s collateral may be subject to the conflicting claims of the counterparty’s creditors, and the Fund
may be exposed to the risk of a court treating the Fund as a general unsecured creditor of the counterparty, rather than as the owner
of the collateral. There can be no assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction
as a result.
Further,
there is a risk that no suitable counterparties are willing to enter into reverse repurchase agreements with the Fund, or continue to
enter into, reverse repurchase agreement transactions with the Fund. There is also the risk that the Fund may not be able to engage in
reverse repurchase agreement transactions because suitable counterparties refuse to enter into transactions with the Fund. Either instance
may result in the Fund not being able to achieve its investment objective or meet the Asset Diversification Test as of a fiscal quarter
end.
Market
Maker Risk. If the Fund has lower average daily trading volumes, it may rely on a small number of third-party
market makers to provide a market for the purchase and sale of Shares. Any trading halt or other problem relating to the trading activity
of these market makers could result in a dramatic change in the spread between the Fund’s net asset value and the price at which
the Shares are trading on the Exchange, which could result in a decrease in value of the Shares. In addition, decisions by market makers
or authorized participants to reduce their role or step away from these activities in times of market stress could inhibit the effectiveness
of the arbitrage process in maintaining the relationship between the underlying values of the Fund’s portfolio securities and the
Fund’s market price. This reduced effectiveness could result in Shares trading at a discount to net asset value and also in greater
than normal intra-day bid-ask spreads for Shares.
Non-Diversification
Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result,
the Fund is only limited as to the percentage of its assets which may be invested in the securities of any one issuer by the diversification
requirements imposed by the Code. The Fund may invest a relatively high percentage of its assets in a limited number of issuers. As a
result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers,
experience increased volatility and be highly invested in certain issuers.
Trading
Issues Risk. Trading in Fund Shares on the Exchange may be halted due to market conditions or for reasons
that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Fund Shares on the Exchange is subject
to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. There
can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will
remain unchanged. The Fund may have difficulty maintaining its listing on the Exchange in the event the Fund’s assets are small,
the Fund does not have enough shareholders, or if the Fund is unable to proceed with creation and/or redemption orders.
Early
Close/Late Close/Trading Halt Risk. An exchange or market may close early, close late or issue trading
halts on specific securities or Financial Instruments. As a result, the ability to trade certain securities or Financial Instruments may
be restricted, which may disrupt the Fund’s creation and redemption process, potentially affect the price at which the Fund’s
Shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or Financial Instruments at all.
In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may
incur substantial trading losses. If trading in the Fund’s Shares is halted, investors may be temporarily unable to trade shares
of the Fund.
Portfolio
Turnover Risk. The Fund may incur high portfolio turnover to manage the Fund’s investment exposure.
Additionally, active market trading of the Fund’s shares may cause more frequent creation or redemption activities that could, in
certain circumstances, increase the number of portfolio transactions. High levels of portfolio transactions increase brokerage and other
transaction costs and may result in increased taxable capital gains. Each of these factors could have a negative impact on the performance
of the Fund.
Bitcoin
Mining ETF
Market
Risk. Market risk is the risk that a particular security, or Shares of the Fund in general, may fall
in value. Securities are subject to market fluctuations caused by such factors as economic, political, regulatory or market developments,
changes in interest rates and perceived trends in securities prices. Shares of the Fund could decline in value or underperform other investments.
In addition, local, regional or global events such as war, acts of terrorism,
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spread
of infectious diseases or other public health issues, recessions, or other events could have a significant negative impact on the Fund
and its investments. Such events may affect certain geographic regions, countries, sectors and industries more significantly than others.
These events also adversely affect the prices and liquidity of the Fund’s portfolio securities or other instruments and could result
in disruptions in the trading markets. Any of such circumstances could have a materially negative impact on the value of the Fund’s
Shares and result in increased market volatility. During any such events, the Fund’s Shares may trade at increased premiums or discounts
to their net asset value.
Bitcoin
Investing Risk. The Fund is indirectly exposed to the risks of investing in bitcoin through its investments
in the portfolio companies. Bitcoin is a new and highly speculative investment. Refer to the Fund’s prospectus for additional risks
associated with bitcoin.
Equity
Securities Risk. The value of the Shares will fluctuate with changes in the value of the equity securities
in which it invests. Equity securities prices fluctuate for several reasons, including changes in investors’ perceptions of the
financial condition of an issuer or the general condition of the relevant stock market, such as the current market volatility, or when
political or economic events affecting the issuers occur.
Industry
Concentration Risk. The Fund concentrates its investments in the industry or group of industries comprising
the information technology sector. This concentration subjects the Fund to greater risk of loss as a result of adverse economic, business,
political, environmental or other developments than if its investments were diversified across different industries.
Information
Technology Companies Risk. Information technology companies produce and provide hardware, software and
information technology systems and services. Information technology companies are generally subject to the following risks: rapidly changing
technologies and existing produce obsolescence, short product life cycles, fierce competition, aggressive pricing and reduced profit margins,
the loss of patent, copyright and trademark protections, cyclical market patterns, evolving industry standards and frequent new product
introductions and new market entrants. Information technology companies may be smaller and less experienced companies, with limited product
lines, markets or financial resources and fewer experienced management or marketing personnel. Information technology company stocks,
particularly those involved with the internet, have experienced extreme price and volume fluctuations that are often unrelated to
their operating performance. In addition, information technology companies are particularly vulnerable to federal, state and local government
regulation, and competition and consolidation, both domestically and internationally, including competition from foreign competitors with
lower production costs. Information technology companies are facing increased government and regulatory scrutiny and may be subject to
adverse government or regulatory action. Information technology companies also face competition for services of qualified personnel and
heavily rely on patents and intellectual property rights and the ability to enforce such rights to maintain a competitive advantage.
Blockchain
Technology Risk. Blockchain technology is an entirely new and relatively untested technology which operates
as a distributed ledger. The risks associated with blockchain technology may not emerge until the technology is widely used. Blockchain
systems could be vulnerable to fraud, particularly if a significant minority of participants colluded to defraud the rest. Access to a
given blockchain requires an individualized key, which, if compromised, could result in loss due to theft, destruction or inaccessibility.
There is little regulation of blockchain technology other than the intrinsic public nature of the blockchain system. Any future regulatory
developments could affect the viability and expansion of the use of blockchain technology. Because blockchain technology systems may operate
across many national boundaries and regulatory jurisdictions, it is possible that blockchain technology may be subject to widespread and
inconsistent regulation. Currently, blockchain technology is primarily used for the recording of transactions in digital currency, which
are extremely speculative, unregulated and volatile. Problems in digital currency markets could have a wider effect on companies associated
with blockchain technology. There are currently a number of competing blockchain platforms with competing intellectual property claims.
The uncertainty inherent in these competing technologies could cause companies to use alternatives to blockchain. Finally, because digital
assets registered in a blockchain do not have a standardized exchange, like a stock market, there is less liquidity for such assets and
greater possibility of fraud or manipulation.
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Non-U.S.
Securities Risk. Securities issued by non-U.S. companies present risks beyond those of securities of
U.S. issuers. Risks of investing in the securities of non-U.S. companies include: different accounting standards; expropriation, nationalization
or other adverse political or economic developments; currency devaluation, blockages or transfer restrictions; changes in foreign currency
exchange rates; taxes; restrictions on non-U.S. investments and exchange of securities; and less government supervision and regulation
of issuers in non-U.S. countries. Prices of non-U.S. securities also may be more volatile.
Depositary
Receipts Risk. Depositary receipts may be less liquid than the underlying shares in their primary trading
market. Any distributions paid to the holders of depositary receipts are usually subject to a fee charged by the depositary. Holders of
depositary receipts may have limited voting rights, and investment restrictions in certain countries may adversely impact the value of
depositary receipts because such restrictions may limit the ability to convert the equity shares into depositary receipts and vice versa.
Such restrictions may cause the equity shares of the underlying issuer to trade at a discount or premium to the market price of the depositary
receipts.
Emerging
Markets Risk. Investments in securities issued by governments and companies operating in emerging market
countries involve additional risks relating to political, economic, or regulatory conditions not associated with investments in securities
and instruments issued by U.S. companies or by companies operating in other developed market countries. This is due to, among other things,
the potential for greater market volatility, lower trading volume, a lack of liquidity, potential for market manipulation, higher levels
of inflation, political and economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments
in emerging market countries than are typically found in more developed market countries. Moreover, emerging market countries often have
less uniformity in accounting and reporting requirements, unsettled securities laws, less reliable securities valuations and greater risks
associated with custody of securities than developed markets. In addition, the Public Company Accounting Oversight Board, which regulates
auditors of U.S. public companies, is unable to inspect audit work papers in certain emerging market countries. Emerging market countries
often have greater risk of capital controls through such measures as taxes or interest rate control than developed markets. Certain emerging
market countries may also lack the infrastructure necessary to attract large amounts of foreign trade and investment. Local securities
markets in emerging market countries may trade a small number of securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of holdings difficult or impossible. Settlement procedures in emerging market countries
are frequently less developed and reliable than those in the U.S. and other developed market countries. In addition, significant delays
may occur in registering the transfer of securities. Settlement or registration problems may make it more difficult for the Fund to value
its portfolio securities and could cause the Fund to miss attractive investment opportunities. Investing in emerging market countries
involves a higher risk of expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign
investments and on repatriation of capital invested by certain emerging market countries. Enforcing legal rights may be made difficult,
costly and slow in emerging markets as there may be additional problems enforcing claims against non-U.S. governments. As such, the rights
and remedies associated with emerging market investment securities may be different than those available for investments in more developed
markets. For example, it may be more difficult for shareholders to bring derivative litigation or for U.S. regulators to bring enforcement
actions against issuers in emerging markets. In addition, due to the differences in regulatory, accounting, audit and financial recordkeeping
standards, including financial disclosures, less information about emerging market companies is publicly available and information that
is available may be unreliable or outdated.
Currency
Risk. Changes in currency exchange rates affect the value of investments denominated in a foreign currency,
and therefore the value of such investments in the Fund’s portfolio. The Fund’s net asset value could decline if a currency
to which the Fund has exposure depreciates against the U.S. dollar or if there are delays or limits on repatriation of such currency.
Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the value of an investment in the
Fund may change quickly and without warning.
Active
Market Risk. Although the Shares are listed for trading on the Exchange, there can be no assurance that
an active trading market for the Shares will develop or be maintained. Shares trade on the Exchange at market prices that may be below,
at or above the Fund’s net asset value. Securities, including the Shares, are subject to market fluctuations
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
and
liquidity constraints that may be caused by such factors as economic, political, or regulatory developments, changes in interest rates,
and/or perceived trends in securities prices. Shares of the Fund could decline in value or underperform other investments.
Asset
Concentration Risk. Since the Fund may take concentrated positions in certain securities, the Fund’s
performance may be disproportionately and significantly impacted by the poor performance of those positions to which it has significant
exposure. Asset concentration makes the Fund more susceptible to any single occurrence affecting the underlying positions and may subject
the Fund to greater market risk than more diversified funds.
Authorized
Participant Concentration Risk. Only an authorized participant may engage in creation or redemption
transactions directly with the Fund. The Fund has a limited number of institutions that act as authorized participants on an agency basis
(i.e. on behalf of other market
participants). To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders
with respect to the Fund and no other authorized participant is able to step forward to create or redeem, in either of these cases, Shares
may trade at a discount to the Fund’s net asset value and possibly face delisting.
Cyber
Security Risk. The Fund is susceptible to operational risks through breaches in cyber security. A breach
in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer
data corruption or lose operational capacity. Such events could cause the Fund to incur regulatory penalties, reputational damage, additional
compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to
the Fund’s digital information systems through “hacking” or malicious software coding, but may also result from outside
attacks such as denial-of-service attacks through efforts to make network services unavailable to intended users. In addition, cyber security
breaches of the Fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-adviser, as applicable,
or issuers in which the Fund invests, can also subject the Fund to many of the same risks associated with direct cyber security breaches.
While the Fund has established business continuity plans and risk management systems designed to reduce the risks associated with cyber
security, there are inherent limitations in such plans and systems. Additionally, there is no guarantee that such efforts will succeed,
especially because the Fund does not directly control the cyber security systems of issuers or third-party service providers.
Management
Risk. The Fund is subject to management risk because it is an actively managed portfolio. The Adviser
will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that the
Fund will meet its investment objective.
Market
Maker Risk. If the Fund has lower average daily trading volumes, it may rely on a small number of third-party
market makers to provide a market for the purchase and sale of Shares. Any trading halt or other problem relating to the trading
activity of these market makers could result in a dramatic change in the spread between the Fund’s net asset value and the price
at which the Shares are trading on the Exchange, which could result in a decrease in value of the Shares. In addition, decisions
by market makers or authorized participants to reduce their role or step away from these activities in times of market stress could inhibit
the effectiveness of the arbitrage process in maintaining the relationship between the underlying values of the Fund’s portfolio
securities and the Fund’s market price. This reduced effectiveness could result in Shares trading at a discount to net asset
value and also in greater than normal intra-day bid-ask spreads for Shares.
Non-Diversification
Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result,
the Fund is only limited as to the percentage of its assets which may be invested in the securities of any one issuer by the diversification
requirements imposed by the Internal Revenue Code of 1986, as amended. The Fund may invest a relatively high percentage of its assets
in a limited number of issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence
affecting one or more of these issuers, experience increased volatility and be highly invested in certain issuers.
Operational
Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not
limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties,
failed or inadequate processes and technology or systems failures. The Fund, Adviser and Sub-Adviser seek to reduce these operational
risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these
risks.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
Premium/Discount
Risk. The market price of the Fund’s Shares will generally fluctuate in accordance with changes
in the Fund’s net asset value as well as the relative supply of and demand for Shares on the Exchange. The Fund’s market price
may deviate from the value of the Fund’s underlying portfolio holdings, particularly in time of market stress, with the result that
investors may pay more or receive less than the underlying value of the Fund shares bought or sold. The Adviser and Sub-Adviser cannot
predict whether Shares will trade below, at or above their net asset value because the Shares trade on the Exchange at market prices and
not at net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary
trading market for Shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of the
Fund trading individually or in the aggregate at any point in time. However, given that Shares can only be purchased and redeemed in Creation
Units, and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares
of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser
and Sub-Adviser believe that large discounts or premiums to the net asset value of Shares should not be sustained. During stressed market
conditions, the market for the Fund’s Shares may become less liquid in response to deteriorating liquidity in the market for the
Fund’s underlying portfolio holdings, which could in turn lead to differences between the market price of the Fund’s Shares
and their net asset value. This can be reflected as a spread between the bid and ask prices for the Fund quoted during the day or a premium
or discount in the closing price from the Fund’s NAV.
Smaller
Companies Risk. The Fund currently has fewer assets than larger funds, and like other smaller funds,
large inflows and outflows may impact the Fund’s market exposure for limited periods of time. This impact may be positive or negative,
depending on the direction of market movement during the period affected. If the Fund fails to attract a large amount of assets, shareholders
of the Fund may incur higher expenses as the Fund’s fixed costs would be allocated over a smaller number of shareholders. Failure
to grow and large outflows may be factors the Board considers in any determination to cease the Fund’s operations and dissolve.
Tax
Risk. The Fund intends to elect and to qualify each year to be treated as a regulated investment company
(“RIC”) under Subchapter
M of the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and
net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does
not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject
to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. Additionally, buying securities
shortly before the record date for a taxable dividend or capital gain distribution is commonly known as “buying the dividend.”
In the event a shareholder purchases Shares shortly before such a distribution, the entire distribution may be taxable to the shareholder
even though a portion of the distribution effectively represents a return of the purchase price.
Trading
Issues Risk. Trading in Fund Shares on the Exchange may be halted due to market conditions or for reasons
that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Fund Shares on the Exchange is subject
to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. There
can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will
remain unchanged. The Fund may have difficulty maintaining its listing on the Exchange in the event the Fund’s assets are small,
the Fund does not have enough shareholders, or if the Fund is unable to proceed with creation and/or redemption orders.
Volatility
Risk. Volatility is the characteristic of a security, an index or a market to fluctuate significantly
in price within a short time period. The Fund may invest in securities that exhibit more volatility than the market as a whole. Such exposures
could cause the Fund’s net asset value to experience significant increases or declines in value over short periods of time.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
NOTES
TO FINANCIAL STATEMENTS
September
30, 2025(Continued)
11.
SUBSEQUENT EVENTS
Effective
October 15, 2025, Nick Bonos, an Interested Trustee of the Trust who also served as Principal Executive Officer and President of the Trust,
resigned from his positions. Effective November 17, 2025, Annemarie Tierney was elected to serve as Principal Executive Officer and
President of the Trust.
On
November 17, 2025, the Board of Trustees approved the liquidation of the CoinShares Bitcoin Leverage ETF. The Fund will cease operations
and distribute all remaining assets to shareholders on or around December 16, 2025. After this date, the Fund will no longer be offered,
and all outstanding shares will be redeemed. This liquidation will not impact the net assets or NAV per share of the remaining Funds in
the Trust.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Trustees of
Valkyrie
ETF Trust II
Opinion
on the Financial Statements
We
have audited the accompanying statements of assets and liabilities, including the schedules of investments, futures contracts (as applicable),
and reverse repurchase agreements (as applicable), of Valkyrie ETF Trust II comprising the funds listed below (the “Funds”)
as of September 30, 2025, the related statements of operations, the statements of changes in net assets, and the financial highlights
for each of the periods indicated below, and the related notes (collectively referred to as the “financial statements”). In
our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of September 30,
2025, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below
in conformity with accounting principles generally accepted in the United States of America.
|
|
|
|
|
|
|
|
|
|
|
|
CoinShares
Bitcoin and Ether ETF (formerly CoinShares Valkyrie Bitcoin and Ether Strategy ETF)* |
|
|
For
the year ended September 30, 2025 |
|
|
For
the years ended September 30, 2025 and 2024 |
|
|
For
the years ended September 30, 2025, 2024, and 2023, and for the period from October 21, 2021 (commencement of operations) through
September 30, 2022 |
|
CoinShares
Bitcoin Leverage ETF (formerly CoinShares Valkyrie Bitcoin Futures Leveraged Strategy ETF)* |
|
|
For
the year ended September 30, 2025 |
|
|
For
the year ended September 30, 2025 and the period from February 21, 2024 (commencement of operations) through September 30,
2024 |
|
CoinShares
Bitcoin Mining ETF (formerly CoinShares Valkyrie Bitcoin Miners ETF) |
|
|
For
the year ended September 30, 2025 |
|
|
For
the years ended September 30, 2025 and 2024 |
|
|
For
the years ended September 30, 2025, 2024, and 2023 and for the period from February 7, 2022 (commencement of operations) through
September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The financial statements referred to throughout
are consolidated. |
Basis
for Opinion
These
financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30,
2025, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM(Continued)
Emphasis
of Matter – Liquidation
As
discussed in Note 11 to the financial statements, on November 17, 2025, the Board of Trustees approved the liquidation of CoinShares
Bitcoin Leverage ETF. The Fund will cease operations and distribute all remaining assets to shareholders on or around December 16, 2025.
Our opinion is not modified with respect to this matter.
We
have served as the Funds’ auditor since 2021
COHEN
& COMPANY, LTD.
Milwaukee,
Wisconsin
November
26, 2025
TABLE OF CONTENTS
VALKYRIE
ETF TRUST II
ADDITIONAL
INFORMATION
The
below information is required disclosure from Form N-CSR
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
There
were no changes in or disagreements with accountants during the period covered by this report.
Item 9.
Proxy Disclosure for Open-End Investment Companies.
There
were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Refer
to information provided within financial statements.
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
Not
applicable as the investment advisory agreement was not approved during the period covered by this report.
| (b) |
Financial Highlights are included within the financial statements filed under Item 7 of this Form. |
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period
covered by this report.
Item 9.
Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period
covered by this report.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a).
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable as the investment advisory contract was not approved during
the last six months of the fiscal year.
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers
of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters
to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders
may recommend nominees to the Registrant’s Board of Trustees.
Item 16. Controls and Procedures.
| (a) |
The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant’s disclosure controls
and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date
within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in
ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made
known to them by others within the Registrant and by the Registrant’s service provider. |
| (b) |
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act)
that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the
Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities
Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously
Awarded Compensation.
Not applicable.
Item 19. Exhibits.
(2) Any policy required by the listing standards adopted pursuant
to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities
association upon which the registrant’s securities are listed. Not applicable.
(3) A separate certification
for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment
Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) Any written solicitation to purchase securities under Rule
23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not
applicable to open-end investment companies.
(5) Change in the registrant’s independent public accountant.
Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4,
or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events
occurring during the reporting period. Not applicable to open-end investment companies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, as amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| |
(Registrant) |
Valkyrie ETF Trust II |
|
| |
By (Signature and Title) |
/s/ Annemarie Tirerney |
|
| |
|
Annemarie Tierney, President/Chief Executive Officer/Principal Executive Officer |
|
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, as amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
| |
By (Signature and Title) |
/s/ Annemarie Tirerney |
|
| |
|
Annemarie Tierney, President/Chief Executive Officer/Principal Executive Officer |
|
| |
By (Signature and Title) |
/s/ Benjamin Gaffey |
|
| |
|
Benjamin Gaffey, Treasurer/Chief Financial Officer/Chief Accounting Officer/Principal
Financial Officer |
|
EX.99.CODE ETH
Exhibit A
Valkyrie Etf Trust II
Code Of Ethics
for Senior Executive and Financial Officers
I. PURPOSE OF THE CODE
This code of ethics (this “Code”)
for the Valkyrie ETF Trust II (“Trust”), registered investment companies under the Investment Company Act of 1940,
as amended (“1940 Act”), which may issue shares in separate and distinct series (the “Trusts” and
each series thereof, a “Fund”) is intended to serve as the code of ethics described in Section 406 of the Sarbanes-Oxley
Act of 2002 and Item 2 of Form N-CSR. This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the
Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies there under. Insofar as other policies or procedures
of the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or
activities of the Covered Officers, as defined herein, who are subject to this Code, they are superseded by this Code to the extent that
they overlap or conflict with the provisions of this Code. The Funds and their investment advisers, and principal underwriter’s
codes of ethics pursuant to Rule 17j-1 under the “1940 Act” are separate requirements applying to the Covered Officers and
others, and are not part of this Code.
All Covered Officers must become
familiar and fully comply with this Code. Because this Code cannot and does not cover every applicable law or provide answers to all questions
that might arise, all Covered Officers are expected to use common sense about what is right and wrong, including a sense of when it is
proper to seek guidance from others on the appropriate course of conduct.
The purpose of this Code is to
set standards for the Covered Officers that are reasonably designed to deter wrongdoing and to promote:
• honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the “SEC”)
and in any other public communications by the Fund;
• compliance with applicable governmental
laws, rules and regulations;
• the prompt internal reporting of violations
of the Code to the appropriate persons as set forth in the Code; and
• accountability for adherence to the
Code.
II. Covered Persons
This Code applies to the Funds’
Principal Executive Officers and Principal Financial Officers, or any persons performing similar functions on behalf of the Funds (the
“Covered Officers”). Each Covered Person should adhere to a high standard of business ethics and should be sensitive
to situations that may give rise to actual as well as apparent conflicts of interest. Covered Officers are expected to act in accordance
with the standards set forth in this Code.
III. Honest
and Ethical Conduct
A. Honesty, Diligence and Professional
Responsibility
Covered Officers are expected to
observe both the form and the spirit of the ethical principles contained in this Code. Covered Officers must perform their duties and
responsibilities
for the Fund:
• with honesty, diligence, and a commitment
to professional and ethical responsibility;
• carefully, thoroughly and in a timely
manner; and
• in conformity with applicable professional
and technical standards.
Covered Officers who are certified
public accountants are expected to carry out their duties and responsibilities in a manner consistent with the principles governing the
accounting profession, including any guidelines or principles issued by the Public Company Accounting Oversight Board or the American
Institute of Certified Public Accountants from time to time.
B. Objectivity/Avoidance of Undisclosed
Conflicts of Interest
Covered Officers are expected to
maintain objectivity and avoid undisclosed conflicts of interest. In the performance of their duties and responsibilities for the Funds,
Covered Officers must not subordinate their judgment to personal gain and advantage, or be unduly influenced by their own interests or
by the interests of others. Covered Officers must avoid participation in any activity or relationship that constitutes a conflict of interest
unless that conflict has been completely disclosed to affected parties and waived by the Trustees on behalf of the Funds. Further, Covered
Officers should avoid participation in any activity or relationship that could create the appearance of a conflict of interest.
A conflict of interest would generally
arise if, for instance, a Covered Officer directly or indirectly participates in any investment, interest, association, activity or relationship
that may impair or appear to impair the Covered Officer’s objectivity or interfere with the interests of, or the Covered Officer’s
service to, the Funds.
Any Covered Officer who may be involved
in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest must report such situation
or activity using the reporting procedures set forth in Section VI of this Code.
Each Covered Officer must not:
• use his or her personal influence or
personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would
benefit personally to the detriment of the Funds;
• cause the Funds to take action, or
fail to take actions, for the individual personal benefit of the Covered Officer rather than the benefit of the Funds; or
• use material non-public knowledge of
portfolio transactions made or contemplated for the Funds to trade personally or cause others to trade personally in contemplation of
the market effect of such transactions.
Each Covered Officer is responsible
for his or her compliance with this conflict of interest policy.
C. Preparation of Financial Statements
Covered Officers must not knowingly
make any misrepresentations regarding the Funds’ financial statements or any facts in the preparation of the Funds’ financial
statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the
Funds’ financial statements. This section is intended to prohibit:
• making, or permitting or directing
another to make, materially false or misleading entries in the Funds’ financial statements or records;
• failing to correct the Funds’
financial statements or records that are materially false or misleading when he or she has the authority to record an entry; and
• signing, or permitting or directing
another to sign, a document containing materially false or misleading financial information.
Covered Officers must be scrupulous
in their application of generally accepted accounting principles. No Covered Officer may (i) express an opinion or state affirmatively
that the financial statements or other financial data of the Funds are presented in conformity with generally accepted accounting principles,
or (ii) state that he or she is not aware of any material modifications that should be made to such statements or data in order for them
to be in conformity with generally accepted accounting principles, if such statements or data contain any departure from generally accepted
accounting principles then in effect in the United States.
Covered Officers must follow the
laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other
regulatory agencies in the preparation of financial statements, records and related information. If a Covered Officer prepares financial
statements, records or related information for purposes of reporting to such bodies, commissions or regulatory agencies, the Covered Officer
must follow the requirements of such organizations in addition to generally accepted accounting principles.
If a Covered Officer and his or
her supervisor have a disagreement or dispute relating to the preparation of financial statements or the recording of transactions, the
Covered Officer should take the following steps to ensure that the situation does not constitute an impermissible subordination of judgment:
• The Covered Officer should consider
whether (i) the entry or the failure to record a transaction in the records, or (ii) the financial statement presentation or the nature
or omission of disclosure in the financial statements, as proposed by the supervisor, represents the use of an acceptable alternative
and does not materially misrepresent the facts or result in an omission of a material fact. If, after appropriate research or consultation,
the Covered Officer concludes that the matter has authoritative support and/or does not result in a material misrepresentation, the Covered
Officer need do nothing further.
• If the Covered Officer concludes that
the financial statements or records could be materially misstated as a result of the supervisor’s determination, the Covered Officer
should follow the reporting procedures set forth in Section VI of this Code.
D. Obligations to the Independent
Auditor of the Fund
In dealing with the Funds’
independent auditor, Covered Officers must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts,
and must respond to specific inquiries and requests by the Funds’ independent auditor.
Covered Officers must not take any
action, or direct any person to take any action, to fraudulently influence, coerce, manipulate or mislead the Funds’ independent
auditor in the performance of an audit of the Funds’ financial statements for the purpose of rendering such financial statements
materially misleading.
IV. Full, Fair,
Accurate, Timely and Understandable Disclosure
It is the Funds’ policy to
provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Funds file with, or submits to,
the SEC and in any other public communications by the Funds. The Funds have designed and implemented Disclosure Controls and Procedures
to carry out this policy.
Covered Officers are expected to
familiarize themselves with the disclosure requirements generally applicable to the Funds, and to use their best efforts to promote, facilitate,
and prepare full, fair, accurate, timely, and understandable disclosure in all reports and documents that the Funds file with, or submit
to, the SEC and in any other public communications by the Fund.
Covered Officers must review
the Funds’ Disclosure Controls and Procedures to ensure they are aware of and carry out their duties and responsibilities in
accordance with the Disclosure Controls and Procedures and the disclosure obligations of the Funds. Covered Officers are responsible
for monitoring the integrity and effectiveness of the Funds’ Disclosure Controls and Procedures.
V. Compliance
with Applicable Laws, Rules and Regulations
Covered Officers are expected to
know, respect and comply with all laws, rules and regulations applicable to the conduct of the Funds’ business. If a Covered Officer
is in doubt about the legality or propriety of an action, business practice or policy, the Covered Officer should seek advice from the
Covered Officer’s supervisor or the Funds’ legal counsel.
In the performance of their work,
Covered Officers must not knowingly be a party to any
illegal activity or engage in acts that are discreditable
to the Funds.
Covered Officers are expected to
promote the Funds’ compliance with applicable laws, rules and regulations. To promote such compliance, Covered Officers may establish
and maintain mechanisms to educate employees carrying out the finance and compliance functions of the Funds about any applicable laws,
rules or regulations that affect the operation of the finance and compliance functions and the Funds generally.
VI. Reporting
and Accountability
All Covered Officers will be held
accountable for adherence to this Code. Each Covered Officer must, upon the Funds’ adoption of this Code (or thereafter as applicable,
upon becoming a Covered Officer), affirm in writing to the Board that he/she has received, read, and understands this Code by signing
the Acknowledgement Form attached hereto as Exhibit A. Thereafter, each Covered Officer, on an annual basis, must affirm to the Board
that he/she has complied with the requirements of this Code by signing the Acknowledgement Form attached hereto as Exhibit B.
Covered Officers may not retaliate
against any other Covered Officer of the Funds or their 1affiliated persons for reports of potential violations that are made in good
faith.
The Funds will follow these procedures
in investigating and enforcing this Code:
A. Any Covered Officer
who knows of any violation of this Code or who questions whether a situation, activity or practice is acceptable must immediately report
such practice to the Funds’ Audit Committee. The Audit Committee shall take appropriate action to investigate any reported potential
violations. If, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required
to take any further action. Any matter that the Audit Committee believes is a violation will be reported to the Chairman of the Board
of Trustees. The Audit Committee shall respond to the Covered Officer within a reasonable period of time.
B. If the Covered Officer
is not satisfied with the response of the Audit Committee, the Covered Officer shall report the matter to the Chairman of the Board of
Trustees. If the Chairman is unavailable, the Covered Officer may report the matter to any other member of the Board of Trustees. The
person receiving the report shall consider the matter, refer it to the full Board of Trustees if he or she deems appropriate, and respond
to the Covered Officer within a reasonable amount of time. If the Board of Trustees concurs that a violation has occurred, it will consider
appropriate action, which may include review of and appropriate modifications to applicable policies and procedures or notification to
appropriate personnel of the investment adviser or its board.
C. If the Board of Trustees
determines that a Covered Officer violated this Code, failed to report a known or suspected violation of this Code, or provided intentionally
false or malicious information in connection with an alleged violation of this Code, the Board of Trustees may take disciplinary action
against any such Covered Officer to the extent the Board of Trustees deems appropriate. No Covered Officer will be disciplined for reporting
a concern in good faith.
To the extent possible and as allowed
by law, reports will be treated as confidential. The Funds may report violations of the law to the appropriate authorities.
VII. Disclosure of this code
This Code shall be disclosed to
the public by at least one of the following methods in the manner prescribed by the SEC, unless otherwise required by law:
• Filing a copy of this Code as an exhibit
to the Fund’s annual report on Form N-CSR;
• Posting the text of this Code on the
Fund’s Internet website and disclosing, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted
this Code on its Internet website; or
• Providing an undertaking in the Fund’s
most recent report on Form N-CSR to provide a copy of this Code to any person without charge upon request, and explaining the manner in
which such a request may be made.
VIII. Waivers
Any waiver of this Code, including
an implicit waiver, granted to a Covered Officer may be made only by the Board of Trustees or a committee of the Board to which such responsibility
has been delegated, and must be disclosed by the Fund in the manner prescribed by law and as set forth above in Section VII (Disclosure
of this Code).
IX. Amendments
This Code may be amended by the
affirmative vote of a majority of the Board of Trustees, including a majority of the independent Trustees. Any amendment of this Code
must be disclosed by the Fund in the manner prescribed by law and as set forth above in Section VII (Disclosure of this Code), unless
such amendment is deemed to be technical, administrative, or otherwise non-substantive. Any amendments to this Code will be provided to
the Covered Officers.
X. Confidentiality
All reports and records prepared
or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise
required by law or this Code, such matters shall not be disclosed to anyone other than the Board of Trustees of the Fund, the Audit Committee,
the legal counsel to the Fund, legal counsel to the independent trustees and such other persons as a majority of the Board of Trustees,
including a majority of the independent Trustees, shall determine to be appropriate.
Adopted Trust II: October 15, 2021