Other Information
+Added: 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.
+Added: 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 1.5% of the aggregate value of such Shares on an annual basis.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Any such amounts are paid by the Sponsor from its own resources and not from the assets of the Trust.
Exhibit Number
Exhibit Description
−Removed: Amendment No.
−Removed: 2 to the Seventh Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Registrant on May 7, 2024).
−Removed: Certification of Principal Executive and Financial 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.
−Removed: Certification of Principal Executive and Financial 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.
+Added: 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 September 30, 2024.
+Added: 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 September 30, 2024.
+Added: 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 September 30, 2024.
+Added: 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 September 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.
6 unchanged sentences
“ 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.
−Removed: “ Administrator ”—The Bank of New York Mellon, a New York corporation authorized to do a banking business.
+Added: “ Administrator ”—The Bank of New York Mellon, a New York corporation authorized to conduct banking business.
“ Administrator Fee ”—The fee payable to any administrator of the Trust for services it provides to the Trust, which the Sponsor will pay such administrator as a Sponsor-paid Expense.
13 unchanged sentences
“ BTC Trust ”—Grayscale Bitcoin Mini Trust (BTC).
−Removed: “ Cash Account ”—The account maintained by the Transfer Agent for purposes of receiving cash from, and distributing cash to, Authorized Participants in connection with creations and redemptions pursuant to Cash Orders.
−Removed: For the avoidance of doubt, the Trust shall have no interest (beneficial, equitable or otherwise) in the Cash Account or any cash held therein.
“ Cash Order ”—An order for the creation or redemption of Shares pursuant to procedures facilitated by the Transfer Agent and pursuant to which a Liquidity Provider is engaged to facilitate the purchase or sale of Bitcoin.
1 unchanged sentence
“ Creation Basket ”—Basket of Shares issued by the Trust in exchange for deposits of the Basket Amount required for each such Creation Basket.
−Removed: “ Creation Time ”—With respect to the creation of any Shares by the Trust, the time at which the Trust creates such Shares.
“ Custodial and Prime Broker Services ”—The services of the Custodian and the Prime Broker that provide for:
9 unchanged sentences
The largest Digital Asset Trading Platforms are online and typically trade on a 24-hour basis, publishing transaction price and volume data.
−Removed: “ Digital Asset Trading Platform Market ”—The global exchange market for the trading of Bitcoins, which consists of transactions on electronic Digital Asset Trading Platforms.
+Added: “ Digital Asset Trading Platform Market ”—The global trading platform market for the trading of Bitcoins, which consists of transactions on electronic Digital Asset Trading Platforms.
+Added: “ Distribution Date ”—July 31, 2024, the distribution date of shares of the BTC Trust to the Trust’s shareholders in the Initial Distribution.
“ DSTA ”—The Delaware Statutory Trust Act, as amended.
−Removed: “ DTC ”—The Depository Trust Company.
−Removed: DTC is a limited purpose trust company organized under New York law, a member of the U.S.
−Removed: Federal Reserve System and a clearing agency registered with the SEC.
−Removed: DTC will act as the securities depository for the Shares.
“ Exchange Act ”—The Securities Exchange Act of 1934, as amended.
“ FINRA ”—The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers, including Authorized Participants.
−Removed: “ GAAP ”—United States generally accepted accounting principles.
“ Genesis ”—Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc., which served as a Liquidity Provider from October 3, 2022 to September 12, 2023.
12 unchanged sentences
was an affiliate of the Sponsor and the Trust and was considered a related party of the Trust.
−Removed: “ Investment Advisers Act ”—Investment Advisers Act of 1940, as amended.
+Added: “ Initial Distribution ”—The contribution by the Trust of 26,935.83753443 Bitcoin to the BTC Trust, in exchange for 303,690,100 newly created shares of the BTC Trust, which were distributed on the Distribution Date to the Trust’s shareholders as of the Record Date, pro rata based on a 1:1 ratio.
“ Investment Company Act ”—Investment Company Act of 1940, as amended.
−Removed: “ 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.
−Removed: “ 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.
−Removed: “ IRS ”—The U.S.
−Removed: Internal Revenue Service, a bureau of the U.S.
−Removed: Department of the Treasury.
“ 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.
4 unchanged sentences
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.
+Added: “ 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.
“ Liquidity Engager ”—Grayscale Investments, LLC, acting other than in its capacity as Sponsor, and in its capacity to engage one or more Liquidity Providers.
6 unchanged sentences
dollars, of the Trust’s assets (other than U.S.
−Removed: 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
−Removed: forth under “Item 1.
+Added: 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 “Item 1.
Business—Valuation of Bitcoin and Determination of NAV” in our Annual Report.
See also “Item 1.
−Removed: Business—Investment Objective” in our Annual Report for a description of the Trust’s Principal Market NAV, as calculated in accordance with GAAP.
+Added: Business—Investment Objective” in our Annual Report for a description of the Trust’s Principal Market NAV, as calculated in accordance with U.S.
Prior to December 26, 2023, NAV was referred to as Digital Asset Holdings.
8 unchanged sentences
“ Prime Broker Agreement ”—The Prime Broker Agreement, dated as of December 29, 2023, 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.
−Removed: “ Principal Market NAV ”—The net asset value of the Trust determined on a GAAP basis.
+Added: “ Principal Market NAV ”—The net asset value of the Trust determined on a U.S.
Prior to December 26, 2023, Principal Market NAV was referred to as NAV.
−Removed: “ Record Date ”—July 30, 2024.
+Added: “ Record Date ”—July 30, 2024, the record date for the Initial Distribution.
+Added: “ 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.
10 unchanged sentences
dollars at an annual rate of 1.5% of the NAV Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day;
−Removed: provided that for a day that is not a business day, the calculation of the Sponsor’s Fee will be based on the NAV Fee Basis Amount from the most recent business day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent business day and for each day after such most recent business day and prior
−Removed: to the relevant calculation date.
−Removed: “ Total Basket Amount ”—With respect to any creation or redemption order, the applicable Basket Amount multiplied by the number of Baskets being created or redeemed.
−Removed: “ Total Basket NAV ”—The applicable Basket NAV Amount multiplied by the number of Baskets being created or redeemed.
−Removed: “ Transfer Agency and Service Agreement ”—The agreement between the Sponsor and the Transfer Agent which sets forth the obligations and responsibilities of the Transfer Agent with respect to transfer agency services and related matters.
−Removed: “ Transfer Agent ”—Continental Stock Transfer & Trust Company, a Delaware corporation.
+Added: provided that for a day that is not a business day, the calculation of the Sponsor’s Fee will be based on the NAV Fee Basis Amount from the most recent business day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent business day and for each day after such most recent business day and prior to the relevant calculation date.
+Added: “ Transfer Agent ”—The Bank of New York Mellon, a New York corporation authorized to conduct banking business.
“ Transfer Agent Fee ”—Fee payable to the Transfer Agent for services it provides to the Trust, which the Sponsor will pay to the Transfer Agent as a Sponsor-paid Expense.
2 unchanged sentences
2 thereto and as the same may be amended from time to time.
−Removed: “ Trustee ”—Delaware Trust Company (formerly known as CSC Trust Company of Delaware), a Delaware trust company, is the Delaware trustee of the Trust.
+Added: “ Trustee ”—CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company, is the Delaware trustee of the Trust.
+Added: “ Uplisting Date ”—January 11, 2024.
”—United States.
dollar ” or “ $ ”—United States dollar or dollars.
−Removed: “ Variable Fee ”—An amount in cash based on the Total Basket NAV, which shall be paid by the Authorized Participant in connection with Cash Orders.
−Removed: The amount may be changed by the Sponsor in its sole discretion at any time.
+Added: 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 Bitcoins on the Trust’s behalf.
2 unchanged sentences
as Sponsor of Grayscale Bitcoin Trust (BTC)
+Added: /s/ Peter Mintzberg
+Added: Peter Mintzberg
+Added: Member of the Board of Directors and Chief Executive Officer (Principal Executive Officer)*
/s/ Edward McGee
−Removed: Member of the Board of Directors and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)*
−Removed: August 2, 2024
−Removed: * The Registrant is a Trust and the person is signing in their capacity as an officer or director of Grayscale Investments, LLC the Sponsor of the Registrant.
+Added: Member of the Board of Directors and Chief Financial Officer (Principal Financial and Accounting Officer)*
+Added: November 1, 2024
+Added: * 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.