Grayscale Bitcoin Mini Trust ETF Files 8-K

TL;DR

Grayscale Bitcoin Mini Trust ETF filed an 8-K on Jan 1, 2025. Big changes might be coming.

AI Summary

On January 1, 2025, Grayscale Bitcoin Mini Trust ETF (formerly Grayscale Bitcoin Mini Trust (BTC)) filed an 8-K report. The filing indicates the company's transition and potential new agreements or events, with its principal executive offices located at c/o Grayscale Operating, LLC in Stamford, Connecticut.

Why It Matters

This 8-K filing signals significant corporate activity or changes for the Grayscale Bitcoin Mini Trust ETF, which could impact investors and the cryptocurrency market.

Risk Assessment

Risk Level: medium — 8-K filings often precede significant corporate events, which can introduce volatility and uncertainty for investors.

Key Numbers

• 001-42194 — SEC File Number (Identifies the specific SEC filing for the company.)
• 99-6383052 — IRS Employer Identification No. (Tax identification number for the entity.)

Key Players & Entities

• Grayscale Bitcoin Mini Trust ETF (company) — Registrant
• Grayscale Bitcoin Mini Trust (BTC) (company) — Former Company Name
• Grayscale Operating, LLC (company) — Address of Principal Executive Offices
• January 1, 2025 (date) — Date of earliest event reported
• Stamford, Connecticut (location) — Principal Executive Offices Location
• 06902 (zip_code) — Principal Executive Offices Zip Code
• 212 6 (phone_number) — Registrant's Telephone Number

FAQ

Filing Documents

• btc-20250101.htm (8-K) — 56KB
• btc-ex10_1.htm (EX-10.1) — 147KB
• btc-ex10_2.htm (EX-10.2) — 76KB
• btc-ex10_3.htm (EX-10.3) — 47KB
• 0000950170-25-001112.txt ( ) — 468KB
• btc-20250101.xsd (EX-101.SCH) — 26KB
• btc-20250101_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information set forth under "Assignment Agreements" in Item 8.01 below is hereby incorporated by reference into this Item 1.01 to the extent that any such contracts or agreements so assigned constitute material definitive agreements of the Trust (as defined below).

01. Other Events

Item 8.01. Other Events. Corporate Reorganization of the Sponsor On January 1, 2025, Grayscale Investments, LLC ("GSI") consummated an internal corporate reorganization (the "Reorganization"), pursuant to which GSI, the sponsor of Grayscale Bitcoin Mini Trust ETF (the "Trust") prior to the Reorganization, merged with and into Grayscale Operating, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Digital Currency Group, Inc. ("GSO"), with GSO continuing as the surviving company (the "Merger"). As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (as defined below), all as provided under the Delaware Limited Liability Company Act. We do not expect the Reorganization to have any material impact on the operations of the Trust. Assignment Agreements In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the "Sponsor Contracts") to Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of GSO ("GSIS" or the "Additional Sponsor"), pursuant to an: (1) Assignment and Assumption Agreement, dated as of January 1, 2025, by and between GSO and the Additional Sponsor (the "Assignment and Assumption Agreement"), (2) Assignment Agreement, dated as of December 20, 2024, by and among GSI, GSO, the Additional Sponsor and Coinbase, Inc. (the "Coinbase Assignment Agreement") and (3) Assignment and Assumption Agreement, dated as of December 20, 2024, by and among GSI, GSO, the Additional Sponsor and Foreside Fund Services, LLC (the "Foreside Assignment Agreement" and, together with the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Assignment and Assumption Agreement 10.2 Coinbase Assignment Agreement 10.3 Foreside Assignment Agreement 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Grayscale Operating, LLC, as Sponsor of Grayscale Bitcoin Mini Trust ETF Date: January 3, 2025 By: /s/ Edward McGee Name: Edward McGee Title: Chief Financial Officer* * The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Operating, LLC, the Sponsor of the Registrant.

View Full Filing

View this 8-K filing on SEC EDGAR