What’s an SEC Reporting Company? Six Things to Know

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In 2013, Grayscale launched the first publicly traded-Bitcoin fund in the U.S., Grayscale Bitcoin Trust (GBTC), which pioneered the model of providing investors with exposure to digital currencies in the form of a security without the challenges of buying, storing, and safekeeping these assets directly.

 

Since 2013, the digital currency market has expanded significantly, and regulations have evolved alongside the market’s growth. Key milestones have helped create more regulatory clarity in the market — including in early 2020, when Grayscale converted Grayscale Bitcoin Trust into an SEC-reporting company — the world’s first company to achieve this milestone with a Bitcoin fund.

 

Converting our products to SEC-reporting companies is an important step, as it offers a wider group of investors the opportunity to access digital currencies through a traditional investment vehicle as well as signaling that regulators are actively engaging with market participants. In fact, it’s such an important step that we built it into our business model for all of our existing products:

Here are the most important things you need to know about Grayscale products that are SEC reporting companies:

 

  1. Form 10 filings are one way to register securities pursuant to the Securities Exchange Act (Exchange Act). These filings solely indicate our interest in converting a product to an SEC reporting company. Only once the Form 10 is effective is a product an SEC reporting company. These filings should not be confused as an effort to classify any product as an exchange traded fund (ETF).
  2. Grayscale’s Form 10 filings and SEC reporting company conversions are completely voluntary. If a company is going public on a national securities exchange, it automatically becomes an SEC reporting company in connection with the IPO process. Because there is not yet a Bitcoin ETF approval — which would enable an investment vehicle, like GBTC, to trade on an exchange like the NYSE or NASDAQ — Grayscale’s product filings are proactively voluntary in nature.
  3. Becoming an SEC reporting company does not affect the product’s structure.
  4. Existing investors of the investment product will have their previous 12 month holding period reduced to 6 months. This holding period reduction would become effective after the product has been an SEC reporting company for at least 90 days and has satisfied the other requirements under Rule 144 of the Securities Act.
  5. SEC reporting companies provide increased transparency for investors. An SEC reporting company is subject to the periodic and current reporting requirements of the Exchange Act. The Exchange Act contains ongoing disclosure requirements designed to keep investors informed on a current basis of information concerning material changes in the financial condition or operations of the issuer. The requirements include an obligation to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the SEC. For comparison, any other public company or public fund — from Apple to SPDR Gold Trust — similarly is required to file periodic reports on Form 10-K and Form 10-Q, and current reports on Form 8-K with the SEC.
  6. Grayscale will now file additional reports with the SEC. Our publicly traded products that are not SEC reporting companies publish quarterly and annual reports as well as audited financial statements pursuant to OTC Markets’ Alternative Reporting Standards (ARS). Upon a product’s Form 10 becoming effective, this product will file these reports and 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.

 

Ultimately, our goal at Grayscale is to provide the investment community with a higher level of disclosure and reporting on top of the already stringent obligations to which our products adhere. We believe this level of transparency is what investors want, and what we believe they deserve, so we will continually work to ensure that Grayscale’s investment products continue to open up new and important access opportunities for investors.

 

Disclaimer

This blog post 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.

 

This blog post contains “forward-looking statements” with respect to the future performance and business of GBTC. Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this post that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, GBTC’s operations, the plans of Grayscale Investments and references to GBTC’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses Grayscale Investments has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to Grayscale Investments’ expectations and predictions, however, is subject to a number of risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors” in GBTC’s Annual Report on Form 10-K. Forward-looking statements are made based on Grayscale Investments’ beliefs, estimates and opinions on the date the statements are made and neither GBTC or Grayscale Investments is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Investors are therefore cautioned against relying on forward-looking statements.

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