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Exhibit Description
−Removed: 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, 2023.
−Removed: Certification of Principal 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 September 30, 2023.
−Removed: 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, 2023.
−Removed: Certification of Principal 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 September 30, 2023.
+Added: 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 March 18, 2024).
+Added: Amendment No.
+Added: 1 to the Seventh Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.2 of the Form 8-K filed by the Registrant on March 18, 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 March 31, 2024.
+Added: Certification of Principal 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 March 31, 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 March 31, 2024.
+Added: Certification of Principal 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 March 31, 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.
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Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
+Added: Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed.
GLOSSARY OF DEFINED TERMS
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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.
−Removed: “ 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 (including in connection with any Incidental Rights and any IR Virtual Currency), (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.
+Added: “ 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.
“ Administrator ”— The Bank of New York Mellon, a New York corporation authorized to do a 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.
−Removed: “ Agent ”— A Person appointed by the Trust to act on behalf of the shareholders in connection with any distribution of Incidental Rights and/or IR Virtual Currency.
−Removed: “ Authorized Participant ”— Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation of Shares.
−Removed: Each Authorized Participant (i) is a registered broker-dealer, (ii) has entered into a Participant Agreement with the Sponsor and (iii) owns a digital wallet address that is known to the Custodian as belonging to the Authorized Participant or such Authorized Participant’s Liquidity Provider.
+Added: “ AP Designee ”— An Authorized Participant’s designee in connection with In-Kind Orders (to the extent In-Kind Regulatory Approval is obtained).
+Added: “ Authorized Participant ”— Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation or redemption of Shares.
+Added: Each Authorized Participant (i) is a registered broker-dealer and (ii) has entered into a Participant Agreement with the Sponsor and the Transfer Agent.
+Added: Subject to In-Kind Regulatory Approval, in the future any Authorized Participants creating and redeeming Shares through In-Kind Orders must also own, or their AP Designee (as defined above) must own, a Bitcoin wallet address that is known to the Custodian as belonging to the Authorized Participant or its AP Designee and maintain an account with the Custodian.
“ Basket ”— A block of 10,000 Shares.
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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 100.
−Removed: “ Bitcoin ” or “ BTC ”— A type of digital asset based on an open-source cryptographic protocol existing on the Bitcoin Network, comprising units that constitute the assets underlying the Trust’s Shares.
+Added: “ Basket NAV ”— The U.S.
+Added: dollar value of a Basket calculated by multiplying the Basket Amount by the Index Price as of the trade date.
+Added: “ Bitcoin ”— A type of digital asset based on an open-source cryptographic protocol existing on the Bitcoin Network, comprising units that constitute the assets underlying the Trust’s Shares.
“ Bitcoin Network ”— The online, end-user-to-end-user network hosting the public transaction ledger, known as the Blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Bitcoin Network.
−Removed: Business—Overview of the BTC Industry and Market” in our Annual Report.
+Added: Business—Overview of the Bitcoin Industry and Market” in our Annual Report.
“ Blockchain ” or “ Bitcoin Blockchain ”— The public transaction ledger of the Bitcoin Network on which transactions in Bitcoin are recorded.
+Added: “ 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.
+Added: For the avoidance of doubt, the Trust shall have no interest (beneficial, equitable or otherwise) in the Cash Account or any cash held therein.
+Added: “ 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.
+Added: “ Coinbase Credit ”— Coinbase Credit, Inc.
“ Creation Basket ”— Basket of Shares issued by the Trust in exchange for deposits of the Basket Amount required for each such Creation Basket.
−Removed: “ Custodial Services ”— The Custodian’s services that (i) allow Bitcoins to be deposited from a public blockchain address to the Trust’s Digital Asset Account and (ii) allow the Trust and the Sponsor to withdraw Bitcoin from the Trust’s Digital Asset Account to a public blockchain address the Trust or the Sponsor controls pursuant to instructions the Trust or the Sponsor provides to the Custodian.
+Added: “ Creation Time ”— With respect to the creation of any Shares by the Trust, the time at which the Trust creates such Shares.
+Added: “ Custodial and Prime Broker Services ”— The services of the Custodian and the Prime Broker that provide for:
+Added: (i) holding of the Trust’s Bitcoin in the Vault Balance and the Settlement Balance;
+Added: (ii) transfer of the Trust’s Bitcoin between the relevant Vault Balance and the Settlement Balance;
+Added: (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;
+Added: and (iv) the withdrawal of Bitcoin from the Vault Balance to a public blockchain address the Trust controls.
“ Custodian ”— Coinbase Custody Trust Company, LLC.
−Removed: “ Custodian Agreement ”— The Amended and Restated Custodial Services Agreement, dated as of June 29, 2022, by and between the Trust and the Sponsor and Custodian that governs the Trust’s and the Sponsor’s use of the Custodial Services provided by the Custodian as a fiduciary with respect to the Trust’s assets.
−Removed: “ Custodian Fee ”— Fee payable to the Custodian for services it provides to the Trust, which the Sponsor shall pay to the Custodian as a Sponsor-paid Expense.
+Added: “ Custodian Fee ”— Fee payable to the Custodian and the Prime Broker for services they provide to the Trust, which the Sponsor shall pay to the Custodian as a Sponsor-paid Expense.
“ DCG ”— Digital Currency Group, Inc.
−Removed: “ Digital Asset Account ”— 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.
−Removed: “ Digital Asset Exchange ”— An electronic marketplace where exchange participants may trade, buy and sell Bitcoins based on bid-ask trading.
−Removed: The largest Digital Asset Exchanges are online and typically trade on a 24-hour basis, publishing transaction price and volume data.
−Removed: “ Digital Asset Exchange Market ”— The global exchange market for the trading of Bitcoins, which consists of transactions on electronic Digital Asset Exchanges.
−Removed: “ Digital Asset Holdings ”— The aggregate value, expressed in U.S.
−Removed: 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) calculated in the manner set forth under “Item 1.
−Removed: Business—Valuation of Bitcoin and Determination of Digital Asset Holdings” in our Annual Report.
−Removed: See also “Item 1.
−Removed: Business—Investment Objective” in our Annual Report for a description of the Trust’s NAV, as calculated in accordance with GAAP.
−Removed: “ Digital Asset Holdings Fee Basis Amount ”— The amount on which the Sponsor’s Fee for the Trust is based, as calculated in the manner set forth under “Item 1.
−Removed: Business—Valuation of Bitcoin and Determination of Digital Asset Holdings” in our Annual Report.
−Removed: “ Digital Asset Market ”— A “Brokered Market,” “Dealer Market,” “Principal-to-Principal Market” or “Exchange Market,” as each such term is defined in the Financial Accounting Standards Board Accounting Standards Codification Master Glossary.
+Added: “ Digital Asset Market ”— A “Brokered Market,” “Dealer Market,” “Principal-to-Principal Market” or “Exchange Market” (referred to as “Trading Platform Market” in this Quarterly Report), as each such term is defined in the Financial Accounting Standards Board Accounting Standards Codification Master Glossary.
+Added: “ Digital Asset Trading Platform ”— An electronic marketplace where trading platform participants may trade, buy and sell Bitcoins based on bid-ask trading.
+Added: The largest Digital Asset Trading Platforms are online and typically trade on a 24-hour basis, publishing transaction price and volume data.
+Added: “ Digital Asset Trading Platform Market ”— The global exchange market for the trading of Bitcoins, which consists of transactions on electronic Digital Asset Trading Platforms.
“ DSTA ”— The Delaware Statutory Trust Act, as amended.
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“ GAAP ”— United States generally accepted accounting principles.
−Removed: “ Genesis ”— Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc., which served as a Liquidity Provider of the Authorized Participant from October 3, 2022 to September 12, 2023.
−Removed: “ Grayscale Securities ”— Grayscale Securities, LLC, a wholly owned subsidiary of the Sponsor, which as of the date of this Quarterly Report, is the only acting Authorized Participant.
+Added: “ 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.
+Added: “ Grayscale Securities ”— Grayscale Securities, LLC, a wholly owned subsidiary of the Sponsor, which served as the Authorized Participant from October 3, 2022 through January 10, 2024.
“ 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 Bitcoins and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust.
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“ Index Price ” — The U.S.
−Removed: dollar value of a Bitcoin derived from the Digital Asset Exchanges that are reflected in the Index, calculated at 4:00 p.m., New York time, on each business day.
+Added: dollar value of a Bitcoin derived from the Digital Asset Trading Platforms that are reflected in the Index, calculated at 4:00 p.m., New York time, on each business day.
Business—Overview of the Bitcoin Industry and Market—Bitcoin Value—The Index and the Index Price” in our Annual Report for a description of how the Index Price is calculated.
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“ Index Provider ”— CoinDesk Indices, Inc., a Delaware corporation that publishes the Index.
−Removed: DCG is the indirect parent company of CoinDesk Indices, Inc.
+Added: Prior to its sale to an unaffiliated third party on November 20, 2023, DCG was the indirect parent company of CoinDesk Indices, Inc.
As a result, CoinDesk Indices, Inc.
−Removed: is an affiliate of the Sponsor and the Trust and is considered a related party of the Trust.
+Added: was an affiliate of the Sponsor and the Trust and was considered a related party of the Trust.
“ Investment Advisers Act ”— Investment Advisers Act of 1940, as amended.
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Department of the Treasury.
−Removed: “ Liquidity Provider ”— A service provider engaged by an Authorized Participant to source Bitcoin on behalf of the Authorized Participant.
+Added: “ 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.
+Added: Because In-Kind Regulatory Approval has not been obtained, at this time Shares will not be created or redeemed through In-Kind Orders.
+Added: “ In-Kind Regulatory Approval ”— The necessary regulatory approval to permit NYSE Arca to list the Shares of the Trust utilizing a structure that allows the Trust to create and redeem Shares via in-kind transactions with Authorized Participants or their AP Designees in exchange for Bitcoin.
+Added: 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.
+Added: 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.
+Added: 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: “ Liquidity Engager ”— Grayscale Investments, LLC, acting other than in its capacity as Sponsor, and in its capacity to engage one or more Liquidity Providers.
+Added: “ Liquidity Provider ”— One or more eligible companies that facilitate the purchase and sale of Bitcoins in connection with creations or redemptions pursuant to Cash Orders.
+Added: The Liquidity Providers with which Grayscale Investments, LLC, acting in its capacity as the Liquidity Engager, will engage in Bitcoin transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant, and all transactions will be done on an arms-length basis.
+Added: 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.
+Added: “ 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.
−Removed: “ NAV ”— The net asset value of the Trust determined on a GAAP basis.
+Added: “ NAV ”— The aggregate value, expressed in U.S.
+Added: dollars, of the Trust’s assets (other than U.S.
+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.
+Added: Business—Valuation of Bitcoin and Determination of NAV” in our Annual Report.
+Added: See also “Item 1.
+Added: Business—Investment Objective” in our Annual Report for a description of the Trust’s Principal Market NAV, as calculated in accordance with GAAP.
+Added: Prior to December 26, 2023, NAV was referred to as Digital Asset Holdings.
+Added: For purposes of the Trust Agreement, the term Bitcoin Holdings shall mean the NAV as defined herein.
+Added: “ 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 “Item 1.
+Added: Business—Valuation of Bitcoin and Determination of NAV” in our Annual Report.
+Added: For purposes of the Trust Agreement, the term Bitcoin Holdings Basis Amount shall mean the NAV Fee Basis Amount as defined herein.
+Added: “ NYSE Arca ”— NYSE Arca, Inc.
“ OTCQX ”— The OTCQX tier of OTC Markets Group Inc.
−Removed: “ Participant Agreement ”— An agreement entered into by an Authorized Participant with the Sponsor that provides the procedures for the creation of Baskets and for the delivery of Bitcoins required for Creation Baskets.
+Added: “ Participant Agreement ”— An agreement entered into by an Authorized Participant with the Sponsor and the Transfer Agent that provides the procedures for the creation and redemption of Baskets via a Liquidity Provider.
+Added: “ Prime Broker ”— Coinbase, Inc.
+Added: “ 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.
+Added: “ Principal Market NAV ”— The net asset value of the Trust determined on a GAAP basis.
+Added: Prior to December 26, 2023, Principal Market NAV was referred to as NAV.
“ SEC ”— The U.S.
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“ Securities Act ”— The Securities Act of 1933, as amended.
+Added: “ 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.
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“ Sponsor’s Fee ”— A fee, payable in Bitcoins, which accrues daily in U.S.
−Removed: dollars at an annual rate of 2.0% of the Digital Asset Holdings 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 Digital Asset Holdings 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: 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;
+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: “ 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.
+Added: “ Total Basket NAV ”— The applicable Basket NAV Amount multiplied by the number of Baskets being created or redeemed.
+Added: “ 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.
“ Transfer Agent ”— Continental Stock Transfer & Trust Company, a Delaware corporation.
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“ Trust ”— Grayscale Bitcoin Trust (BTC), a Delaware statutory trust, formed on September 13, 2013 under the DSTA and pursuant to the Trust Agreement.
−Removed: “ Trust Agreement ”— The Fifth Amended and Restated Declaration of Trust and Trust Agreement between the Trustee and the Sponsor establishing and governing the operations of the Trust, as amended by Amendments No.
+Added: “ Trust Agreement ”— The Seventh Amended and Restated Declaration of Trust and Trust Agreement between the Trustee and the Sponsor establishing and governing the operations of the Trust, as amended by Amendment No.
1 thereto and as the same may be amended from time to time.
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dollar ” or “ $ ”— United States dollar or dollars.
+Added: “ 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.
+Added: The amount may be changed by the Sponsor in its sole discretion at any time.
+Added: “ 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.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.
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/s/ Edward McGee
−Removed: Chief Financial Officer
+Added: Member of the Board of Directors
+Added: and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)*
−Removed: November 3, 2023
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.