What changed in this filing

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Item 5. Other Information

2024-11-01 compared with 2024-08-30 · 45 added, 23 removed, 84 unchanged (45% of the section changed)

Other Information

On May 20, 2024, the Sponsor announced that it had approved the appointment of Peter Mintzberg to serve as the Sponsor’s new Chief Executive Officer, principal executive officer and member of the Board of Directors, effective August 15, 2024.

Mintzberg succeeded Michael Sonnenshein, the former Chief Executive Officer and principal executive officer of the Sponsor, who stepped down from his position on May 20, 2024.

Edward McGee, the Chief Financial Officer and principal financial officer of the Sponsor, served as principal executive officer on an interim basis from May 20, 2024 until August 15, 2024.

The Sponsor may make payments to certain financial intermediaries or broker-dealers for certain services relating to the Trust, including in respect of marketing/sales support and data services.

Fees under such arrangements are generally expected to be calculated based on a percentage of the aggregate value of Shares of the Trust held by clients through such financial intermediary or

broker-dealer, in an amount up to 0.15% of the aggregate value of such Shares on an annual basis.

Depending on the financial arrangement in place at any particular time, a broker-dealer, financial intermediary or other financial advisor may have a conflict of interest or financial incentive for recommending Shares of the Trust over other investments.

Shareholders should consult their respective broker-dealer or financial intermediary with respect to any arrangements it may have with the Sponsor or any of its affiliates.

The Sponsor may make payments with respect to the Trust in larger amounts or on a different basis from that described above when dealing with certain financial intermediaries.

Any such amounts are paid by the Sponsor from its own resources and not from the assets of the Trust.

Exhibit Number

Exhibit Description

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

3 unchanged sentences

GLOSSARY OF DEFINED TERMS

“ Actual Exchange Rate ”—With respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S.

dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses, through use of the Sponsor’s commercially reasonable efforts to obtain the highest such price.

“ Additional Trust Expenses ”—Together, any expenses incurred by the Trust in addition to the Sponsor’s Fee that are not Sponsor-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, (iii) any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given fiscal year and (v) extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

7 unchanged sentences

“ Basket Amount ”—On any trade date, the amount of Bitcoin required as of such trade date for the creation or redemption of a Basket, as determined by dividing (x) the amount of Bitcoin owned by the Trust at 4:00 p.m., New York time, on such trade date, after deducting the amount of Bitcoin representing the U.S.

dollar value of accrued but unpaid fees and expenses of the Trust (converted using the Index Price at such time, carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one Bitcoin (i.e., carried to the eighth decimal place)), and multiplying such quotient by 10,000.

dollar value of accrued but unpaid fees and expenses of the Trust (converted using the Index Price at such time, carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one Bitcoin (i.e., and carried to the eighth decimal place)), and multiplying such quotient by 10,000.

“ Basket NAV ”—The U.S.

6 unchanged sentences

“ Creation Basket ”—Basket of Shares issued by the Trust in exchange for deposits of the Basket Amount required for each such Creation Basket.

“ Custodial and Prime Broker Services ”—The services of the Custodian and the Prime Broker that provide for:

(i) holding of the Trust’s Bitcoin in the Vault Balance and the Settlement Balance;

(ii) transfer of the Trust’s Bitcoin between the relevant Vault Balance and the Settlement Balance;

(iii) the deposit of Bitcoin from a public blockchain address into the respective account or accounts in which the Vault Balance or the Settlement Balance are maintained;

and (iv) the withdrawal of Bitcoin from the Vault Balance to a public blockchain address the Trust controls.

“ Custodian ”—Coinbase Custody Trust Company, LLC.

4 unchanged sentences

The largest Digital Asset Trading Platforms are online and typically trade on a 24-hour basis, publishing transaction price and volume data.

“ Digital Asset Trading Platform Market ”—The global exchange market for the trading of Bitcoin, which consists of transactions on electronic Digital Asset Trading Platforms.

“ Digital Asset Trading Platform Market ”—The global trading platform market for the trading of Bitcoin, which consists of transactions on electronic Digital Asset Trading Platforms.

“ Distribution Date ”—July 31, 2024, the distribution date of the Trust’s Shares to GBTC shareholders in the Initial Distribution.

1 unchanged sentence

“ Exchange Act ”—The Securities Exchange Act of 1934, as amended.

“ GAAP ”—United States generally accepted accounting principles.

“ FINRA ”—The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers, including Authorized Participants.

“ GBTC ”—Grayscale Bitcoin Trust (BTC), another Delaware Statutory Trust whose purpose is to hold Bitcoin and which is sponsored by the Sponsor.

“ Grayscale Securities ”—Grayscale Securities, LLC, a wholly owned subsidiary of the Sponsor.

“ Incidental Rights ”—Rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of Bitcoin and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust.

“ Index ”—The CoinDesk Bitcoin Price Index (XBX).

“ Index License Agreement ”—The license agreement, dated as of February 1, 2022, between the Index Provider and the Sponsor governing the Sponsor’s use of the Index for calculation of the Index Price, as amended by Amendment No.

1 thereto and as the same may be amended from time to time.

“ Index Price ”—The U.S.

1 unchanged sentence

See “Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price” in the Registration Statement for a description of how the Index Price is calculated.

“ Investor ”—Any investor that has entered into a subscription agreement with an Authorized Participant, pursuant to which such Authorized Participant will act as agent for the investor.

“ IR Virtual Currency ”—Any virtual currency tokens, or other asset or right, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

For purposes of the Trust Agreement, the term Bitcoin Index Price shall mean the Index Price as defined herein.

“ Index Provider ”—CoinDesk Indices, Inc., a Delaware corporation that publishes the Index.

“ Initial Distribution ”—The contribution by GBTC of 26,935.83753443 Bitcoin to the Trust, in exchange for 303,690,100 newly created Shares of the Trust, which were distributed on the Distribution Date to GBTC shareholders as of the Record Date, pro rata based on a 1:1 ratio.

“ Investment Company Act ”—Investment Company Act of 1940, as amended.

“ In-Kind Order ”—An order for the creation or redemption of Shares pursuant to which the Authorized Participant (or its AP Designee) will deliver or receive Bitcoin directly from the Trust’s Vault Balance.

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In common with other spot Bitcoin exchange-traded products, the Trust is not at this time able to create and redeem shares via in-kind transactions with Authorized Participants, and there has yet to be definitive regulatory guidance on whether and how registered broker-dealers can hold and deal in Bitcoin in compliance with the federal securities laws.

To the extent further regulatory clarity emerges, the Sponsor expects NYSE Arca to seek the necessary regulatory approval to amend its

listing rules to permit the Trust to create and redeem Shares through In-Kind Orders.

To the extent further regulatory clarity emerges, the Sponsor expects NYSE Arca to seek the necessary regulatory approval to amend its listing rules to permit the Trust to create and redeem Shares through In-Kind Orders.

There can be no assurance as to when such regulatory clarity will emerge, or when NYSE Arca will seek or obtain such regulatory approval, if at all.

“ Liquidity Engager ”—Grayscale Investments, LLC, acting other than in its capacity as Sponsor, and in its capacity to engage one or more Liquidity Providers.

2 unchanged sentences

Except for the contractual relationships between each Liquidity Provider and Grayscale Investments, LLC in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant.

“ Marketing Agent ”—Foreside Fund Services, LLC.

“ Marketing Fee ”—Fee payable to the marketer for services it provides to the Trust, which the Sponsor will pay to the marketer as a Sponsor-paid Expense.

1 unchanged sentence

dollars, of the Trust’s assets (other than U.S.

dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses) calculated in the manner set forth under “Business—Valuation of Bitcoin and Determination of NAV” in the Registration Statement.

See also “Business—Trust Objective and Determination of Principal Market NAV and NAV” in the Registration Statement for a description of the Trust’s NAV, as calculated in accordance with GAAP.

dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), a Non-GAAP metric, calculated in the manner set forth under “Business—Valuation of Bitcoin and Determination of NAV” in the Registration Statement.

See also “Business—Trust Objective and Determination of Principal Market NAV and NAV” in the Registration Statement for a description of the Trust’s Principal Market NAV, as calculated in accordance with U.S.

“ NAV Fee Basis Amount ”—The amount on which the Sponsor’s Fee for the Trust is based, as calculated in the manner set forth under “Valuation of Bitcoin and Determination of NAV” in the Registration Statement.

2 unchanged sentences

“ Prime Broker ”—Coinbase, Inc.

“ Principal Market NAV ”—The net asset value of the Trust determined on a GAAP basis.

“ Prime Broker Agreement ”—The Prime Broker Agreement, dated as of May 2, 2024, by and among the Trust, the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit, that governs the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker.

“ Principal Market NAV ”—The net asset value of the Trust determined on a U.S.

“ Record Date ”—July 30, 2024, the record date for the Initial Distribution.

“ Redemption Basket ”—Basket of Shares redeemed by the Trust upon distribution or disposition of the Basket Amount required for each such Redemption Basket.

“ SEC ”—The U.S.

Securities and Exchange Commission.

“ Secondary Market ”—Any marketplace or other alternative trading system, as determined by the Sponsor, on which the Shares may then be listed, quoted or traded, including but not limited to, NYSE Arca.

“ Securities Act ”—The Securities Act of 1933, as amended.

“ Seed Shares ”—10,000 Shares at a per-Share price equal to $10, delivered on April 29, 2024 in exchange for $100,000 in proceeds to the Trust.

The Seed Shares were redeemed for cash in connection with, and immediately prior to the consummation of the Initial Distribution.

“ Settlement Balance ”—An account controlled and maintained by the Custodian to which cash and digital assets of the Trust are credited on the Trust’s behalf.

“ Shares ”—Common units of fractional undivided beneficial interest in, and ownership of, the Trust.

8 unchanged sentences

“ Trust ”—Grayscale Bitcoin Mini Trust (BTC), a Delaware statutory trust, formed on March 12, 2024 under the DSTA and pursuant to the Trust Agreement.

“ Trust Agreement ”—The Amended and Restated Declaration of Trust and Trust Agreement, dated as of July 23, 2024, between the Trustee and the Sponsor establishing and governing the operations of the Trust, and as may be amended from time to time.

“ Trustee ”—CSC Delaware Trust Company, a Delaware trust company, is the Delaware trustee of the Trust.

4, and as the same may be amended from time to time.

“ Trustee ”—CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company, is the Delaware trustee of the Trust.

”—United States.

dollar ” or “ $ ”—United States dollar or dollars.

GAAP ”—United States generally accepted accounting principles.

“ Vault Balance ”—A segregated custody account controlled and secured by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s Bitcoin on the Trust’s behalf.

7 unchanged sentences

/s/ Edward McGee

Member of the Board of Directors

and Chief Financial Officer

Member of the Board of Directors and Chief Financial Officer

(Principal Financial and Accounting Officer)*

August 30, 2024

November 1, 2024

* The Registrant is a trust and the persons are signing in their capacities as officers or directors of Grayscale Investments, LLC the Sponsor of the Registrant.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information