What changed in this filing

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Item 1. Financial Statements

2024-11-01 compared with 2024-08-02 · 141 added, 85 removed, 351 unchanged (39% of the section changed)

3 unchanged sentences

(Amounts in thousands, except Share and per Share amounts)

June 30, 2024

September 30, 2024

December 31, 2023

Investment in Bitcoin, at fair value (cost $ 3,473,743 and $ 7,016,906 as of June 30, 2024 and December 31, 2023, respectively)

Investment in Bitcoin, at fair value (cost $ 2,865,570 and $ 7,016,906 as of September 30, 2024 and December 31, 2023, respectively)

Sponsor's Fee payable, related party

6 unchanged sentences

(Amounts in thousands, except quantity of Bitcoin and percentages)

June 30, 2024

September 30, 2024

Investment in Bitcoin

8 unchanged sentences

(Amounts in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Investment income:

5 unchanged sentences

Net realized gain on investment in Bitcoin sold for redemption of Shares

Net change in unrealized appreciation on investment in Bitcoin

Net realized and unrealized (loss) gain on investment

Net (decrease) increase in net assets resulting from operations

Net realized gain on investment in Bitcoin sold for Initial Distribution (Return of Capital) (1)

Net change in unrealized (depreciation) appreciation on investment in Bitcoin

Net realized and unrealized gain (loss) on investment

Net increase (decrease) in net assets resulting from operations

(1) Represents the impact of the Initial Distribution of 26,935.83753443 Bitcoin with a value of approximately $ 1,756.8 million to Grayscale Bitcoin Mini Trust (BTC), completed on July 31, 2024, as discussed in Note 4.

See accompanying notes to the unaudited financial statements.

2 unchanged sentences

(Amounts in thousands, except change in Shares outstanding)

Three Months Ended June 30,

Six Months Ended June 30,

(Decrease) increase in net assets from operations:

Three Months Ended September 30,

Nine Months Ended September 30,

Increase (decrease) in net assets from operations:

Net investment loss

1 unchanged sentence

Net realized gain on investment in Bitcoin sold for redemption of Shares

Net change in unrealized appreciation on investment in Bitcoin

Net (decrease) increase in net assets resulting from operations

Net realized gain on investment in Bitcoin sold for Initial Distribution (Return of Capital) (1)

Net change in unrealized (depreciation) appreciation on investment in Bitcoin

Net increase (decrease) in net assets resulting from operations

Decrease in net assets from capital share transactions:

1 unchanged sentence

Shares redeemed

Return of Capital (1)

Net decrease in net assets resulting from capital share transactions

10 unchanged sentences

Shares outstanding at end of period

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

Nine Months Ended September 30, 2024 (1)

Cash provided by operating activities

Net increase in net assets resulting from operations

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Purchases of Bitcoin

Proceeds from Bitcoin sold to pay redemptions and expenses

Net realized (gain) loss (2)

Net decrease in unrealized appreciation on investment in Bitcoin

Change in operating assets and liabilities:

Sponsor’s Fee payable

Net cash provided by operating activities

Cash used in financing activities

Proceeds from issuance of capital shares

Payments for capital shares redeemed

Net cash used in financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosure of noncash operating activities

Transfer of Bitcoin to pay for Sponsor’s Fee

Supplemental disclosure of noncash financing activities

Transfer of Bitcoin used for Initial Distribution (Return of Capital) (2)

(1) No comparative financial statements have been provided, as the Trust did not hold any cash or cash equivalents prior to the Uplisting Date.

(2) Represents the impact of the Initial Distribution of 26,935.83753443 Bitcoin with a value of approximately $ 1,756.8 million to Grayscale Bitcoin Mini Trust (BTC), completed on July 31, 2024, as discussed in Note 4.

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

Grayscale Bitcoin Trust (BTC) (the “Trust”) is a Delaware Statutory Trust that was formed on September 13, 2013 and commenced operations on September 25, 2013.

In general, the Trust holds Bitcoin (“Bitcoin”) and, from time to time, issues common units of fractional undivided beneficial interest (“Shares”) in exchange for Bitcoin.

Prior to January 11, 2024, the redemption of Shares was not contemplated and the Trust did not operate a redemption program.

In general, the Trust holds Bitcoin tokens (“Bitcoin”) and, from time to time, issues common units of fractional undivided beneficial interest (“Shares”) in exchange for Bitcoin.

Prior to January 11, 2024, the Trust did not operate a redemption program.

On January 10, 2024, the Securities and Exchange Commission (the “SEC”) approved an application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by NYSE Arca, Inc.

(“NYSE Arca”) to list the Shares of the Trust, which began trading on NYSE Arca on January 11, 2024 (the “Uplisting Date”).

(“NYSE Arca”) to list the Shares of the Trust, which began trading on NYSE Arca on January 11, 2024 (the “Uplisting Date”), following the effectiveness of the Trust’s registration statement on Form S-3, as amended (File No.

As of the date of this Quarterly Report, the Trust is an SEC reporting company with its Shares registered pursuant to Section 12(b) of the Exchange Act.

On January 10, 2024, in connection with the approval of the 19b-4 Application, the Sponsor authorized the commencement of a redemption program.

Effective January 11, 2024, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor, but only in one or more whole Baskets.

A Basket equals 10,000 Shares.

The creation of a Basket requires the delivery to the Trust of the number of Bitcoins represented by one Share immediately prior to such creation multiplied by 10,000 .

The redemption of a Basket requires distribution by the Trust of the number of Bitcoins represented by one Share immediately prior to such redemption multiplied by 10,000 .

On January 10, 2024, in connection with the approval of the 19b-4 Application and the effectiveness of the registration statement on Form S-3, as amended, the Sponsor authorized the commencement of a redemption program.

Effective January 11, 2024, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor, but only in one or more whole “Baskets.” A Basket equals 10,000 Shares.

The creation of a Basket requires the delivery to the Trust of the amount of Bitcoins represented by one Share immediately prior to such creation multiplied by 10,000 .

The redemption of a Basket requires distribution by the Trust of the amount of Bitcoins represented by one Share immediately prior to such redemption multiplied by 10,000 .

The Trust may from time to time halt creations and redemptions for a variety of reasons, including in connection with forks, airdrops and other similar occurrences.

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As partial consideration for the Sponsor’s services, the Trust pays Grayscale a Sponsor’s Fee as discussed in Note 7.

The Sponsor also acts as the sponsor and manager of other investment products including Grayscale Basic Attention Token Trust (BAT) (OTCQB:

The Sponsor also acts as the sponsor and manager of other investment products including Grayscale Aave Trust (AAVE), Grayscale Avalanche Trust (AVAX), Grayscale Basic Attention Token Trust (BAT) (OTCQB:

GBAT), Grayscale Bitcoin Cash Trust (BCH) (OTCQX:

BCHG), Grayscale Bitcoin Mini Trust (BTC) (NYSE Arca:

BTC), Grayscale Chainlink Trust (LINK) (OTCQX:

BTC), Grayscale Bittensor Trust (TAO), Grayscale Chainlink Trust (LINK) (OTCQX:

GLNK), Grayscale Decentraland Trust (MANA) (OTCQX:

2 unchanged sentences

ETCG), Grayscale Ethereum Mini Trust (ETH) (NYSE Arca:

ETH), Grayscale Filecoin Trust (FIL) (OTCQB:

ETH), Grayscale Filecoin Trust (FIL) (OTC Markets:

FILG), Grayscale Horizen Trust (ZEN) (OTCQX:

1 unchanged sentence

LTCN), Grayscale Livepeer Trust (LPT) (OTCQX:

GLIV), Grayscale NEAR Trust (NEAR), Grayscale Solana Trust (SOL) (OTCQX:

GLIV), Grayscale MakerDao Trust (MKR), Grayscale NEAR Trust (NEAR), Grayscale Solana Trust (SOL) (OTCQX:

GSOL), Grayscale Stacks Trust (STX), Grayscale Stellar Lumens Trust (XLM) (OTCQX:

GXLM), Grayscale Zcash Trust (ZEC) (OTCQX:

GXLM), Grayscale Sui Trust (SUI), Grayscale XRP

Trust, Grayscale Zcash Trust (ZEC) (OTCQX:

ZCSH), Grayscale Decentralized AI Fund LLC, Grayscale Decentralized Finance (DeFi) Fund LLC (OTCQB:

DEFG), Grayscale Digital Large Cap Fund LLC (OTCQX:

GDLC), and Grayscale Smart Contract Platform Ex Ethereum (ETH) Fund LLC, each of which is an affiliate of the

GDLC), and Grayscale Smart Contract Platform Ex Ethereum (ETH) Fund LLC, each of which is an affiliate of the Trust.

The following investment products sponsored or managed by the Sponsor are SEC reporting companies with their shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Grayscale Bitcoin Cash Trust (BCH), Grayscale Ethereum Classic Trust (ETC), Grayscale Horizen Trust (ZEN), Grayscale Litecoin Trust (LTC), Grayscale Stellar Lumens Trust (XLM), Grayscale Zcash Trust (ZEC), and Grayscale Digital Large Cap Fund LLC.

Prior to July 23, 2024, shares of the Grayscale Ethereum Trust (ETH) were also registered pursuant to Section 12(g) of the Exchange Act.

The following investment products sponsored by the Sponsor are SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act:

Grayscale Ethereum Trust (ETH) (as of July 23, 2024), Grayscale Ethereum Mini Trust (ETH) (as of July 23, 2024), and Grayscale Bitcoin Mini Trust (BTC) (as of July 31, 2024).

Prior to January 11, 2024, shares of the Trust were also registered pursuant to Section 12(g) of the Exchange Act.

The following investment products sponsored by the Sponsor are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act:

Grayscale Ethereum Trust (ETH), Grayscale Ethereum Mini Trust (ETH), and Grayscale Bitcoin Mini Trust (BTC).

Grayscale Advisors, LLC, a Registered Investment Advisor and an affiliate of the Sponsor, is the advisor to the Grayscale Future of Finance (NYSE Arca:

30 unchanged sentences

On March 25, 2015, the Trust received notice that its Shares were qualified for public trading on the OTCQX Best Market ® (“OTCQX”) of OTC Markets Group Inc.

Until January 10, 2024, the Trust’s trading symbol on OTCQX was “GBTC”.

On January 10, 2024, the SEC approved an application under Rule 19b-4 of the Exchange Act by NYSE Arca to list the Shares of the Trust.

Shares of the Trust

began trading on NYSE Arca on January 11, 2024.

Until January 10, 2024, the Trust’s trading symbol on OTCQX was “GBTC.” On January 10, 2024, the

SEC approved an application under Rule 19b-4 of the Exchange Act by NYSE Arca to list the Shares of the Trust.

Shares of the Trust began trading on NYSE Arca on January 11, 2024, following the effectiveness of the Trust’s registration statement on Form S-3, as amended (File No.

The Trust’s trading symbol on NYSE Arca is “GBTC” and the CUSIP number for its Shares is 389637109.

Summary of Significant Accounting Policies

In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2024 and December 31, 2023 and results of operations for the three and six months ended June 30, 2024 and 2023 have been made.

In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2024 and December 31, 2023 and results of operations for the three and nine months ended September 30, 2024 and 2023 have been made.

The results of operations for the periods presented are not necessarily indicative of the results of operations expected for the full year.

3 unchanged sentences

The following is a summary of significant accounting policies followed by the Trust:

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 , Financial Services—Investment Companies .

4 unchanged sentences

The Trust conducts its transactions in Bitcoin, including receiving Bitcoin for the creation of Shares and delivering Bitcoin for the redemption of Shares and for the payment of the Sponsor’s Fee.

Since its inception, the Trust has not held cash or cash equivalents.

Cash and Cash Equivalents

Generally, the Trust does not intend to hold cash, except in connection with cash orders for creations or redemptions of Baskets.

Cash includes non-interest bearing non-restricted cash with one institution.

Cash in a bank deposit account, at times, may exceed U.S.

federally insured limits.

The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits.

Principal Market and Fair Value Determination

To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S.

GAAP (“Principal Market NAV”), the Trust follows ASC 820-10, which outlines the application of fair value accounting.

GAAP (“Principal Market NAV”), the Trust follows ASC Topic 820-10, Fair Value Measurement , which outlines the application of fair value accounting.

ASC 820-10 determines fair value to be the price that would be received for Bitcoin in a current sale, which assumes an orderly transaction between market participants on the measurement date.

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Based on information reasonably available to the Trust, Trading Platform Markets have the greatest volume and level of activity for the asset.

The Trust therefore looks to accessible Trading

Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market.

The Trust therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market.

As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Trust’s principal market.

22 unchanged sentences

(Amounts in thousands)

June 30, 2024

September 30, 2024

Investment in Bitcoin

13 unchanged sentences

Bitcoin is held by the Custodian on behalf of the Trust and is carried at fair value.

As of June 30, 2024 and December 31, 2023 the Trust held 275,734.98616801 and 619,525.92917020 Bitcoin, respectively.

The Trust determined the fair value per Bitcoin to be $ 61,929.29 and $ 42,533.28 on June 30, 2024 and December 31, 2023, respectively, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Coinbase).

As of September 30, 2024 and December 31, 2023, the Trust held 221,191.32658883 and 619,525.92917020 Bitcoin, respectively.

The Trust determined the fair value per Bitcoin to be $ 63,464.76 and $ 42,533.28 on September 30, 2024 and December 31, 2023, respectively, using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Coinbase).

The following represents the changes in quantity of Bitcoin and the respective fair value:

16 unchanged sentences

( 374,461.76375419

Bitcoin distributed for Initial Distribution (Return of Capital) (1)

( 26,935.83753443

Bitcoin distributed for Sponsor's Fee, related party

( 3,854.38039147

Net change in unrealized appreciation on investment in Bitcoin

Net change in unrealized depreciation on investment in Bitcoin

Net realized gain on investment in Bitcoin sold to pay expenses

Net realized gain on investment in Bitcoin sold for redemption of Shares

Ending balance as of June 30, 2024

Net realized gain on investment in Bitcoin sold for Return of Capital (1)

Ending balance as of September 30, 2024

221,191.32658883

The Initial Distribution to the Grayscale Bitcoin Mini Trust (BTC)

On July 19, 2024 , the Sponsor of the Trust issued a press release announcing that the Sponsor, at the direction of its board of directors, declared a pro rata distribution on the Shares of the Trust, pursuant to which each holder of Shares as of 4:00 PM ET on July 30, 2024 (the “Record Date,” and such holders, the “GBTC Record Holders”) was entitled to receive shares (the “BTC Shares”) of Grayscale Bitcoin Mini Trust (BTC) (the “BTC Trust”), a Delaware statutory trust sponsored by the Sponsor, in connection with its previously announced initial creation and distribution of BTC Shares (such transactions collectively, the “Initial Distribution”), as described in a definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on July 30, 2024.

In the Initial Distribution, the Trust contributed approximately 10 % of the Bitcoin that it held as of 4:00 PM ET on the Record Date to the BTC Trust, and each GBTC Record Holder was entitled to receive BTC Shares pro rata based on a 1 :1 ratio, such that for each one (1) GBTC Share held by a GBTC Record Holder, such GBTC Record Holder was entitled to receive one (1) BTC Share on the Distribution Date.

In connection therewith, on July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of the BTC Trust to shareholders of the Trust as of 4:00 PM ET on the Record Date and contributed to the BTC Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by the Trust as of the Record Date, equal to 26,935.83753443 Bitcoin with a value of $ 1,756,821,047 , as consideration and in exchange for 303,690,100 shares of the BTC Trust at $ 5.78 per share.

For the three months ended September 30, 2024 , the Trust recognized a gain of $ 1,410,877,294 in connection with the Initial Distribution, which is included in net realized gain on investment in Bitcoin sold for redemption of Shares on the Statement of Operations.

It is expected that neither the Trust nor any beneficial owner of the Shares will recognize any gain or loss for U.S.

federal income tax purposes as a result of the Initial Distribution.

Creations and Redemptions of Shares

At June 30, 2024 and December 31, 2023 , there were an unlimited number of Shares authorized by the Trust.

At September 30, 2024 and December 31, 2023, there were an unlimited number of Shares authorized by the Trust.

The Trust creates and redeems Shares from time to time, but only in one or more Baskets.

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dollar value of accrued but unpaid fees and expenses of the Trust, by (y) the number of Shares outstanding at such time and multiplying the quotient obtained by 10,000.

Each Share represented approximately 0.0009 of one Bitcoin at both June 30, 2024 and December 31, 2023.

The decrease in the amount of Bitcoin represented by each Share since inception is primarily a result of the periodic withdrawal of Bitcoin to pay the Sponsor’s Fee.

Each Share represented approximately 0.0008 and 0.0009 of one Bitcoin at September 30, 2024 and December 31, 2023, respectively.

The decrease in the amount of Bitcoin represented by each Share is primarily a result of the Initial Distribution and the periodic withdrawal of Bitcoin to pay the Sponsor’s Fee.

The cost basis of investments in Bitcoin recorded by the Trust is the fair value of Bitcoin, as determined by the Trust, at 4:00 p.m., New York time, on the date of transfer to the Trust by the Authorized Participant, or Liquidity Provider, based on the Creation Baskets.

10 unchanged sentences

Ultimately, on January 10, 2024, the SEC approved NYSE Arca’s 19b-4 application to list the Shares of the Trust on NYSE Arca as an exchange-traded product and in connection with the approval of the 19b-4 Application, the Sponsor authorized the commencement of a redemption program.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Activity in Number of Shares Issued and Redeemed:

4 unchanged sentences

( 414,560,000

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

2 unchanged sentences

Shares redeemed

Return of Capital (1)

Net Change in Value of Shares Issued and Redeemed

Bitcoin receivable represents the quantity of Bitcoin covered by contractually binding orders for the creation of Shares where the Bitcoin has not yet been transferred to the Trust’s account.

Generally, ownership of the Bitcoin is transferred within two business days of the trade date.

As of June 30,

Bitcoin receivable represents the value of Bitcoin covered by contractually binding orders for the creation of Shares where the Bitcoin has not yet been transferred to the Trust’s account.

Generally, ownership of the Bitcoin is transferred within no more than two business days of the trade date.

As of September 30,

(Amounts in thousands)

Bitcoin receivable

Bitcoin payable represents the quantity of Bitcoin covered by contractually binding orders for the redemption of Shares where the Bitcoin has not yet been transferred out of the Trust’s account.

Generally, ownership of the Bitcoin is transferred within two business days of the trade date.

As of June 30,

Bitcoin payable represents the value of Bitcoin covered by contractually binding orders for the redemption of Shares where the Bitcoin has not yet been transferred out of the Trust’s account.

Generally, ownership of the Bitcoin is transferred within no more than two business days of the trade date.

As of September 30,

(Amounts in thousands)

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federal income tax (currently at the rate of 21 %) on its net taxable income and certain distributions made by the Trust to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits.

In accordance with GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized.

In accordance with U.S.

GAAP, the Trust has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized.

Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current period.

As of, and during the periods ended June 30, 2024 and December 31, 2023, the Trust did not have a liability for any unrecognized tax amounts.

As of, and during the periods ended September 30, 2024 and December 31, 2023, the Trust did not have a liability for any unrecognized tax amounts.

However, the Sponsor’s conclusions concerning its determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof.

The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of June 30, 2024 or December 31, 2023 .

Related Parties

The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of June 30, 2024:

DCG, Genesis, Grayscale and Grayscale Securities.

As of June 30, 2024 and December 31, 2023, 129,009 and 131,794 Shares of the Trust were held by related parties of the Trust, respectively.

The Sponsor’s parent, an affiliate of the Trust, holds a minority interest in Coinbase, Inc., the parent company of the Custodian, that represents less than 1.0 % of Coinbase, Inc.’s ownership.

The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of September 30, 2024:

DCG, Grayscale and Grayscale Securities.

As of September 30, 2024 and December 31, 2023, 126,759 and 131,794 Shares of the Trust were held by related parties of the Trust, respectively.

Genesis Global Trading, Inc.

filed a certificate of dissolution during the three months ended September 30, 2024, and has therefore been removed from the list of related parties.

The Sponsor’s indirect parent, an affiliate of the Trust, holds a minority interest in Coinbase, Inc., the parent company of the Custodian, that represents less than 1.0 % of Coinbase, Inc.’s ownership.

On January 9, 2024, the Sponsor and the Trustee entered into Amendment No.

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dollar value of Bitcoin is determined by reference to the Digital Asset Trading Platform Market that the Trust considers its principal market as of 4:00 p.m., New York time, on each valuation date.

The Trust held no Incidental Rights or IR Virtual Currency as of June 30, 2024 and December 31, 2023.

No Incidental Rights or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the three and six months ended June 30, 2024 and 2023.

The Trust held no Incidental Rights or IR Virtual Currency as of September 30, 2024 and December 31, 2023.

No Incidental Rights

or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the three and nine months ended September 30, 2024 and 2023.

As partial consideration for receipt of the Sponsor’s Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including marketing fees;

administrator

fees, if any;

administrator fees, if any;

custodian fees;

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dollars or other fiat currencies at the Actual Exchange Rate or (y) when the Sponsor incurs such expenses on behalf of the Trust, cause the Trust (or its delegate) to deliver such Bitcoins in kind to the Sponsor, in each case in such quantity as may be necessary to permit payment of such Additional Trust Expenses.

For the three months ended June 30, 2024 and 2023, the Trust incurred Sponsor’s Fees of $ 72,006,267 and $ 87,600,801 , respectively.

For the six months ended June 30, 2024 and 2023, the Trust incurred Sponsor’s Fees of $ 166,883,886 and $ 158,685,775 , respectively.

As of June 30, 2024 and December 31, 2023, there were no accrued and unpaid Sponsor’s Fees.

For the three months ended September 30, 2024 and 2023, the Trust incurred Sponsor’s Fees of $ 55,760,112 and $ 88,406,944 , respectively.

For the nine months ended September 30, 2024 and 2023, the Trust incurred Sponsor’s Fees of $ 222,643,998 and $ 247,092,719 , respectively.

As of September 30, 2024 and December 31, 2023 , there were no accrued and unpaid Sponsor’s Fees.

In addition, the Sponsor may pay Additional Trust Expenses on behalf of the Trust, which are reimbursable by the Trust to the Sponsor.

For the three and six months ended June 30, 2024 and 2023 the Sponsor did not pay any Additional Trust Expenses on behalf of the Trust.

On March 10, 2021, the Board of the Sponsor (the “Board”) approved the purchase by DCG, the parent company of the Sponsor, of up to $ 250 million worth of Shares of the Trust.

For the three and nine months ended September 30, 2024 and 2023 the Sponsor did no t pay any Additional Trust Expenses on behalf of the Trust.

On March 10, 2021, the Board of the Sponsor (the “Board”) approved the purchase by DCG, the indirect parent company of the Sponsor, of up to $ 250 million worth of Shares of the Trust.

Subsequently, DCG authorized such purchase.

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The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended, modified, or discontinued at any time.

From March 10, 2021 through June 30, 2022, DCG purchased a total of $ 771.8 million worth of Shares of the Trust under this authorization.

From July 1, 2022 through June 30, 2024 , DCG did not purchase any Shares of the Trust under this authorization.

From March 10, 2021 through September 30, 2022, DCG purchased a total of $ 771.8 million worth of Shares of the Trust under this authorization.

From October 1, 2022 through September 30, 2024, DCG did not purchase any Shares of the Trust under this authorization.

As previously described in Note 4, on July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of the BTC Trust to shareholders of the Trust as of 4:00 PM ET on the Record Date and contributed to the BTC Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by the Trust as of the Record Date, equal to 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of shares of the BTC Trust.

Risks and Uncertainties

17 unchanged sentences

The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict.

Public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ethereum to be securities, and does not currently consider Bitcoin to be a security.

Public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security.

The SEC staff has also provided informal assurances via no-action letter to a handful of promoters that their digital assets are not securities.

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In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering of securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act of 1940 at such time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which could force the Sponsor to liquidate the Trust.

To the extent a private key required to access a Bitcoin address is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin controlled by the private key and the private key will not be capable of being restored by the Bitcoin Network.

To the extent a private key required to access an address on the Bitcoin Network holding Bitcoin is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the Bitcoin controlled by the private key and the private key will not be capable of being restored by the Bitcoin Network.

The processes by which Bitcoin transactions are settled are dependent on the Bitcoin peer-to-peer network, and as such, the Trust is subject to operational risk.

4 unchanged sentences

Financial Highlights Per Share Performance

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Per Share Data:

5 unchanged sentences

Principal market net asset value, end of period

Total return (1)

Ratios to average net assets:

Net investment loss

(1) Includes the impact of the Initial Distribution of 26,935.83753443 Bitcoin with a value of approximately $ 1,756.8 million to Grayscale Bitcoin Mini Trust (BTC), completed on July 31, 2024, as discussed in Note 4.

Ratios of net investment loss and expenses to average net assets have been annualized.

8 unchanged sentences

Subsequent Events

On July 19, 2024 , the Sponsor of the Trust issued a press release announcing that its board of directors declared a pro rata distribution on the Shares of the Trust, pursuant to which each holder of Shares as of 4:00 PM ET on July 30, 2024 (the “Record Date,” and such holders, the “GBTC Record Holders”) was entitled to receive shares (the “BTC Shares”) of Grayscale Bitcoin Mini Trust (BTC) (the “BTC Trust”), a Delaware statutory trust sponsored by the Sponsor, in connection with its previously announced initial creation and distribution of BTC Shares (such transactions collectively, the “Initial Distribution”), as described in a definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on July 30, 2024.

In connection therewith, on July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of the BTC Trust to shareholders of the Trust as of 4:00 PM ET on the Record Date and contributed to the BTC Trust an amount of Bitcoin equal to approximately 10 % of the total Bitcoin held by the Trust as of the Record Date, equal to approximately 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of shares of the BTC Trust.

As of the close of business on July 29, 2024 , the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 67,297.37 per Bitcoin.

As of the close of business on October 28, 2024 , the fair value of Bitcoin determined in accordance with the Trust’s accounting policy was $ 69,616.92 per Bitcoin.

On October 24, 2024, the Sponsor of the Trust announced its intention to change the name of the Trust to Grayscale Bitcoin Trust ETF, effective November 4, 2024.

In connection with the name change the Sponsor plans to amend the Seventh Amended and Restated Declaration of Trust and Trust Agreement, as amended, to reflect the name change, also effective November 4, 2024.

Trading under the new name is expected to begin on November 4, 2024.

Following effectiveness of the name change, Shares of the Trust will continue to trade on NYSE Arca under the trading symbol “GBTC”.

There are no known events that have occurred that require disclosure other than that which has already been disclosed in these notes to the financial statements.

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 1. Financial Statements