Grayscale Bitcoin Trust’s Step Forward with SEC Filing

Grayscale Investments
Nov 19 · 4 min read

We launched what would become the first-ever publicly traded Bitcoin investment product in the U.S. in September 2013. While Grayscale® Bitcoin Trust was initially met with skepticism by many traditional investors and industry observers, it has grown to become the largest Bitcoin investment product in the world.

The Trust started as a private placement solely available to accredited and institutional investors to gain exposure to Bitcoin in the form of a security without the obstacles associated with buying, storing, and safekeeping Bitcoin directly. In 2015, we received approval for the Trust to trade publicly under symbol: GBTC, broadening the product’s availability to all investors with access to U.S. securities markets.* Today, it’s clearer than ever that there is strong demand for Bitcoin access products as GBTC’s 3-month trailing trading volume has tripled year-over-year.**

Our team continues to create and sponsor investment products — like the Trust — that fit within existing regulatory frameworks, forging ahead with our mission toward making digital currency investment products accessible to all investors.

Today, we take another meaningful step forward…
We have publicly filed a Registration Statement on Form 10 with the Securities and Exchange Commission (SEC) on behalf of Grayscale Bitcoin Trust. This is a voluntary filing that, if deemed effective, would designate the Trust as an SEC reporting company and register its shares pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The filing is subject to SEC review, however, if deemed effective it will designate the Trust as the first digital currency investment vehicle to attain the status of a reporting company by the SEC.

We want to be clear that this voluntary filing is not and should not be confused as an effort to classify the Trust as an exchange traded fund (ETF). Our products are not ETFs but they do have a familiar structure to investors because they’re modeled after popular investment products.

If the Form 10 is deemed effective, the structure of the Trust will not change and it will continue to not operate a redemption program nor trade on a national securities exchange. Here’s what would change, if deemed effective:

  • FIRST MOVER: It would designate the Trust as an SEC reporting company and register its shares pursuant to the Exchange Act, the first digital currency investment vehicle to do so.
  • LIQUIDITY OPPORTUNITY: Accredited investors who have previously purchased shares in the Trust’s private placement would have an earlier liquidity opportunity, as the statutory holding period of their private placement shares would be reduced from 12 to 6 months.***
  • INVESTOR AUDIENCE: As many institutions restrict investments in instruments that are not registered with the SEC, a broader set of institutional investors may begin to consider the Trust accordingly.
  • SEC REPORTING: While the Trust currently publishes quarterly and annual reports as well as audited financial statements pursuant to the OTC Markets Alternative Reporting Standard (ARS), the Trust would instead file its quarterly and annual reports as well as audited financial statements as 10-Qs and 10-Ks with the SEC, along with current reports on Form 8-K, in addition to complying with all other obligations under the Exchange Act.

For more information on today’s announcement, please refer to our press release and the Form 10 filing here. Additionally, we encourage prospective or current Grayscale Bitcoin Trust shareholders to view our FAQ page for further details on the Form 10 process and its implications.

*The Grayscale Bitcoin Trust Private Placement is offered on a periodic basis throughout the year to accredited investors and is currently closed. Because Trust private placement does not currently operate a redemption program, there are no assurances that the value of the Shares will approximate the value of the underlying assets held by the Trust when traded on a secondary market, like OTCQX. As such, the shares of the public quotation may trade at a substantial premium over, or substantial discount to, the value of the Bitcoin held by the Trust.

**Trailing 3-month trade volumes of its public quotation GBTC reflects volumes between September 2018 through August 2019.

***The holding period reduction would become effective after Grayscale Bitcoin Trust has been a reporting company for at least 90 days and has satisfied the other requirements under Rule 144 of the Securities Act of 1933.

This article is not an offer to sell or the solicitation of an offer to sell or buy any security in any jurisdiction where such an offer or solicitation would be illegal, nor shall there be any sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Grayscale Investments

A leader in digital currency asset management, we offer single asset & diversified exposure via private & public funds. Disc: grayscale.co/terms-of-service/#social

Grayscale Investments

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Leader in digital currency asset management, we offer single asset & diversified exposure via private & public funds Disc: grayscale.co/terms-of-service/#social

Grayscale Investments

A leader in digital currency asset management, we offer single asset & diversified exposure via private & public funds. Disc: grayscale.co/terms-of-service/#social

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