Grayscale Bitcoin Trust (BTC) Reports Material Agreement & Shareholder Vote

TL;DR

**GBTC just filed an 8-K for a material agreement and shareholder vote, big changes could be coming.**

AI Summary

Grayscale Bitcoin Trust (BTC) filed an 8-K on January 9, 2024, reporting an event that occurred on January 7, 2024. This filing indicates the company entered into a material definitive agreement and submitted matters to a vote of security holders. While the specific details of the agreement and vote are not disclosed in this summary filing, it signals significant corporate actions are underway. For investors, this matters because material agreements and security holder votes often precede major operational or structural changes that could impact the trust's performance and the value of its GBTC shares.

Why It Matters

This filing signals that Grayscale Bitcoin Trust (BTC) is undertaking significant corporate actions, which could lead to changes in its structure or operations, potentially impacting the value of GBTC shares.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreement, shareholder vote) are underway, but without specific details, the potential impact on investors is uncertain.

Analyst Insight

A smart investor would monitor Grayscale Bitcoin Trust (BTC) for subsequent filings (like 8-Ks or proxy statements) that provide specific details about the 'Material Definitive Agreement' and the 'Submission of Matters to a Vote of Security Holders' to understand their potential impact on GBTC shares.

Key Players & Entities

• Grayscale Bitcoin Trust (BTC) (company) — the registrant filing the 8-K
• January 7, 2024 (date) — date of the earliest event reported
• January 9, 2024 (date) — date the 8-K was filed
• 001-41906 (other) — Commission File Number for Grayscale Bitcoin Trust (BTC)
• GBTC (other) — Trading Symbol for Grayscale Bitcoin Trust (BTC) Shares

FAQ

Filing Documents

• gbtc-20240107.htm (8-K) — 60KB
• gbtc-ex4_1.htm (EX-4.1) — 451KB
• gbtc-ex4_2.htm (EX-4.2) — 12KB
• gbtc-ex5_1.htm (EX-5.1) — 24KB
• img75621316_0.jpg (GRAPHIC) — 186KB
• img75621316_1.jpg (GRAPHIC) — 300KB
• img75621316_2.jpg (GRAPHIC) — 111KB
• img75621316_3.jpg (GRAPHIC) — 57KB
• img156895108_0.jpg (GRAPHIC) — 29KB
• img156895108_1.jpg (GRAPHIC) — 20KB
• 0000950170-24-003401.txt ( ) — 1759KB
• gbtc-20240107.xsd (EX-101.SCH) — 61KB
• gbtc-20240107_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 9, 2024, following approval of the Proposals (as defined below), Grayscale Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Bitcoin Trust (BTC) (the “Trust”), and Delaware Trust Company, the trustee (the “Trustee”) of the Trust, entered into the Sixth Amended and Restated Declaration of Trust and Trust Agreement, dated as of January 9, 2024 (the “Sixth A&R Trust Agreement”). The amendments implemented by the Sixth A&R Trust Agreement are described in the Trust’s Consent Solicitation Statement included in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on December 18, 2023 (the “Consent Solicitation Statement”). In addition, on January 9, 2024, the Sponsor and the Trustee entered into Amendment No. 1 to the Sixth Amended and Restated Declaration of Trust and Trust Agreement in order to reduce the Sponsor’s Fee (as defined in the Sixth A&R Trust Agreement) to 1.5%, effective as of the day the shares of the Trust (the “Shares”) first list and trade on NYSE Arca, Inc. The foregoing descriptions of the Sixth A&R Trust Agreement and Amendment No. 1 thereto do not purport to be complete and are qualified in their entirety by reference to the full text of the Sixth A&R Trust Agreement and Amendment No. 1 thereto, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 18, 2023, the Sponsor solicited the consent of the shareholders of the Trust (the “Consent Solicitation”) to approve two proposals to amend the Fifth Amended and Restated Declaration of Trust and Trust Agreement (as amended, the “Trust Agreement”) between the Sponsor and the Trustee, both of which were approved by the requisite majority of outstanding shares held by the Trust’s shareholders as of the record date for the Consent Solicitation. The proposals are described in more detail in the Consent Solicitation Statement. Proposal 1: The proposal to approve amendments to the Trust Agreement providing that the Sponsor’s Fee (as defined in the Trust Agreement) be payable to the Sponsor daily in arrears (“Proposal 1”) was approved based on the following votes: For Against Abstain 90,826,322 10,362,247 6,036,347 Proposal 2: The proposal to approve amendments to the Trust Agreement permitting a portion of the Trust Estate (as defined in the Trust Agreement) to be held from time to time in one or more omnibus accounts in order to facilitate the creation and redemption of shares of the Trust (“Proposal 2” and, together with Proposal 1, the “Proposals”), was approved based on the following votes: For Against Abstain 79,600,573 22,049,221 5,575,122 As described in the Consent Solicitation Statement, under the terms of the Trust Agreement, any shareholders that did not, within twenty (20) calendar days of the date of the Consent Solicitation Statement, notify the Sponsor in writing that they objected to either or both of the Proposals were deemed to consent to each Proposal. As such, in the aggregate, shareholders holding 98.5% of the Trust’s outstanding shares consented to Proposal 1, and shareholders holding 96.8% of the Trust’s shares consented to Proposal 2. A suf

01. Other Events

Item 8.01. Other Events. A copy of the legal opinion of Richards, Layton & Finger, P.A., relating to the validity of the Shares to be offered pursuant to the Trust's Registration Statement on Form S-3 (File No. 333-275079), as filed with the Securities and Exchange Commission on January 9, 2024 (as amended, the “Registration Statement”), is filed as Exhibit 5.1 to this Current Report on Form 8-K and is hereby incorporated by reference into the Registration Statement.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Sixth Amended and Restated Declaration of Trust and Trust Agreement. 4.2 Amendment No. 1 to the Sixth Amended and Restated Declaration of Trust and Trust Agreement. 5.1 Opinion of Richards, Layton & Finger, P.A., as special Delaware counsel to the Trust. 23.1 Consent of Richards, Layton & Finger, P.A., as special Delaware counsel to the Trust, included in Exhibit 5.1. 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 Investments, LLC, as Sponsor of Grayscale Bitcoin Trust (BTC) Date: January 9, 2024 By: /s/ Michael Sonnenshein Name: Michael Sonnenshein Title: Chief Executive Officer * _____________________ * The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments, LLC, the Sponsor of the Registrant.

View Full Filing

View this 8-K filing on SEC EDGAR