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Top 6 Things to Know About Grayscale Bitcoin Trust Now That it’s an SEC Reporting Company


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In November, we filed a Registration Statement on Form 10 with the SEC on behalf of Grayscale® Bitcoin Trust. Today, the Form 10 became effective, and the Trust has become the first digital currency investment vehicle to have the status of an SEC reporting company.


Grayscale® Bitcoin Trust has grown to become the world’s largest Bitcoin investment product and continues to gain traction with the broader investment community. This marks an incredible milestone for our product, Grayscale, and the digital currency industry.


What should investors know about Grayscale Bitcoin Trust (symbol: GBTC) now that it’s an SEC reporting company?


  1. TRADITIONAL SECURITY: Grayscale Bitcoin Trust is solely and passively invested in Bitcoin, enabling investors to gain exposure to Bitcoin without the challenges of buying, storing, and safekeeping Bitcoin directly. Modeled after popular commodity investment products, the Trust’s structure is familiar to financial and tax advisors.
  2. FIRST MOVER: Grayscale Bitcoin Trust’s shares are now registered with the SEC,* the first digital currency investment vehicle to do so. This follows past milestones, such as in May 2015 when the Trust became the first publicly-traded Bitcoin investment vehicle in the world under symbol: GBTC, broadening the product’s availability to all investors with access to U.S. securities markets.**
  3. LIQUIDITY OPPORTUNITY: The Trust’s private placement is periodically available to institutional and individual accredited investors. Accredited investors who own shares in the Trust’s private placement now have an earlier liquidity opportunity, as the statutory holding period of their private placement shares will be reduced from 12 to 6 months, provided the other requirements under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) have been satisfied.***
  4. INVESTOR AUDIENCE: As many institutions restrict investments in instruments that are not registered with the SEC, a broader set of investors may now begin to consider the Trust accordingly. Grayscale Bitcoin Trust continues to be supported by a network of trusted, best-in-class service providers with institutional-grade custody, audited financial statements, and more.
  5. SEC REPORTING: While the Trust has historically published quarterly and annual reports as well as audited financial statements pursuant to the OTC Markets Alternative Reporting Standard (ARS), the Trust will now 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. These are the same reporting standards that public companies and exchange traded products that trade on national exchanges are held to.
  6. FAMILIAR STRUCTURE: The Trust is designed to have its share value reflect the performance of Bitcoin (based on Bitcoin per share****), less expenses and other liabilities, as it is solely and passively invested in Bitcoin. 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. We want to be clear that this voluntary process to classify the Trust as an SEC reporting company is not and should not be confused as an effort to classify the Trust as an ETF. Our products are not ETFs, but they do have a familiar structure to investors because they’re modeled after popular commodity investment products.


Today, we celebrate this incredible milestone. It has become clear that there is strong demand for Bitcoin access products. As noted in our 2019 Digital Asset Investment Report, we saw the largest investment into the Trust ever, with more than $471 million in 2019 — nearly 2X the capital deployed into the Trust in 2018.


For more information on today’s announcement, please refer to our press releasethe Form 10 filing, and the Information Statement. 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 Trust is now an SEC reporting company with its shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


**Grayscale Bitcoin Trust offers a private placement on a periodic basis throughout the year to accredited investors and is currently open. Because the Trust does not currently operate a redemption program, there can be no assurance that the value of the Shares will approximate the value of Bitcoin held by the Trust, less the Trust’s expenses and other liabilities, and the Shares may trade at a substantial premium over, or a substantial discount to, the value of Bitcoin held by the Trust, less the Trust’s expenses and other liabilities.


***The holding period reduction will 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.


****As of December 31, 2019, there are 0.00097128 Bitcoin per Share


This article is not an offer to sell or the solicitation of an offer to 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.

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