[On Chapman and Cutler LLP Letterhead]
October 15, 2021
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Valkyrie ETF Trust II
Registration Statement on Form 8-A
Ladies and Gentlemen:
On behalf of the Valkyrie Bitcoin Strategy ETF (the “Fund”), a series of the Valkyrie ETF Trust II (the “Trust”), we enclose herewith for filing pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, a Registration Statement of the Trust on Form 8-A covering the Fund’s shares of beneficial interest (the “Shares”).
On August 11, 2021, on behalf of the Fund, the Trust filed with the Securities and Exchange Commission a Registration Statement on Form N-1A (Registration Nos. 333-258722 and 811-23725) to register the Shares under the Securities Act of 1933, as amended.
The Shares are being listed on The Nasdaq Stock Market LLC and, accordingly, a copy of the Preliminary Prospectus which contains a description of the Shares has been transmitted for filing with The Nasdaq Stock Market LLC.
If you have any questions concerning this filing or require any additional information, please contact me at (312) 845-3273.
Very truly yours,
Chapman and Cutler llp
By /s/ Morrison C. Warren
Morrison C. Warren
Enclosure
Securities and Exchange Commission
Washington, D.C.
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
| Valkyrie ETF Trust II |
| (Exact name of registrant as specified in its charter) |
| Delaware | See Exhibit 1 |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
320 Seven Springs Way, Suite 250
Nashville, Tennessee 37027 |
37027 |
| (Address of Principal Executive Offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered | Name of each exchange on which
each class is to be registered |
Shares of Beneficial Interest,
of
Valkyrie Bitcoin Strategy ETF | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-258722
Securities to be registered pursuant to Section 12(g) of the Act:
| None |
| Title of Each Class to be Registered |
Information Required in Registration Statement
| Item 1. | Description of Registrant’s Securities to be Registered |
The securities to be registered hereunder are shares of beneficial interest (the “Shares”), of Valkyrie Bitcoin Strategy ETF (the “Fund”), a series of Valkyrie ETF Trust II (the “Registrant”). An application for listing of the Shares of the Fund has been filed by The Nasdaq Stock Market LLC. A description of the Shares is contained in the Preliminary Prospectus, which is a part of the Registration Statement on Form N-1A (Registration Nos. 333-258722 and 811-23725), filed with the Securities and Exchange Commission on August 11, 2021. Such description is incorporated by reference herein.
Pursuant to the “Instruction as to Exhibits” of Form 8-A, no exhibits are filed herewith or incorporated by reference.
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Valkyrie ETF Trust II
By: /s/ Nick Bonos
Nick Bonos
President and Chief Executive Officer
October 15, 2021
Exhibit 1
| Fund | I.R.S. Employer Identification No. |
| Valkyrie Bitcoin Strategy ETF | 87-6602334 |
