Grayscale Files for Bitcoin ETF
Grayscale Investments, the largest digital currency asset manager and sponsor of Grayscale® Bitcoin Trust, today announced that it has 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 is subject to SEC review. If deemed effective, it 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”).** It would also designate the Trust as the first digital currency investment vehicle to attain the status of a reporting company by the SEC.
Additionally, if deemed effective, accredited investors who purchased shares in the Trust’s private placement would have an earlier liquidity opportunity, as the statutory holding period of private placement shares would be reduced from 12 months to 6 months, under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”).***
The Trust currently publishes quarterly and annual reports as well as audited financial statements pursuant to the OTC Markets Alternative Reporting Standard (ARS). Should the Form 10 go into effect, the Trust would 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.
The Trust is a traditional investment product that offers investors exposure to Bitcoin in the form of security, avoiding the challenges of buying, storing, and safekeeping Bitcoin directly.
For more information, please refer to the Form 10 filing as well as the FAQ page.
*The Grayscale Bitcoin Trust Private Placement is offered on a periodic basis throughout the year to accredited investors and is currently closed. Because the Trust’s 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.
**This voluntary filing should not be confused as an effort to classify Grayscale Bitcoin Trust as an exchange-traded fund (ETF). 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.
***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.
The Bitcoin ETN futures are based on ETC Group’s physical Bitcoin ETN.
Gensler suggests Bitcoin ETF filings limited to CME-traded futures would be welcomed by SEC.
It is hoped that BNY Mellon will provide transfer agency and ETF services when the fund converts to an ETF.
Increase in institutional demand highlights growing legitimation of bitcoin.
There has been more institutional volume than anticipated.