Grayscale Bitcoin Trust Files 8-K

TL;DR

GBTC filed an 8-K on 3/14/24 covering material agreements and shareholder votes.

AI Summary

On March 14, 2024, Grayscale Bitcoin Trust (BTC) filed an 8-K report detailing its entry into a material definitive agreement and submission of matters to a vote of security holders. The filing also includes financial statements and exhibits. The company, formerly known as Bitcoin Investment Trust, is incorporated in Delaware and has its principal executive offices in Stamford, Connecticut.

Why It Matters

This 8-K filing indicates significant corporate actions and disclosures from Grayscale Bitcoin Trust, which could impact investors' understanding of the trust's operational and financial status.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report for corporate disclosures and does not appear to contain immediate negative news.

Key Numbers

• 001-41906 — SEC File Number (Identifies the specific SEC filing for Grayscale Bitcoin Trust)
• 46-7019388 — IRS Employer Identification No. (Tax identification number for the company)

Key Players & Entities

• Grayscale Bitcoin Trust (BTC) (company) — Registrant
• Bitcoin Investment Trust (company) — Former company name
• 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 (location) — Principal Executive Offices
• March 14, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• gbtc-20240314.htm (8-K) — 64KB
• gbtc-ex4_1.htm (EX-4.1) — 499KB
• gbtc-ex4_2.htm (EX-4.2) — 43KB
• gbtc-ex99_1.htm (EX-99.1) — 63KB
• 0000950170-24-032813.txt ( ) — 923KB
• gbtc-20240314.xsd (EX-101.SCH) — 61KB
• gbtc-20240314_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 15, 2024, following approval of the Proposal (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 Seventh Amended and Restated Declaration of Trust and Trust Agreement, dated as of March 15, 2024 (the "Seventh A&R Trust Agreement"). The amendments implemented by the Seventh 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 February 23, 2024 (the "Consent Solicitation Statement"). In addition, on March 15, 2024 the Sponsor and the Trustee entered into Amendment No. 1 to the Seventh Amended and Restated Declaration of Trust and Trust Agreement (the "Amendment No. 1") in order to provide that any cash held by the Trust pursuant to the alternative procedures for creation and redemption of Shares set forth in the Seventh A&R Trust Agreement, as amended from time to time (the "Alternative Procedures") may be held in a single non-interest bearing account to be used for both creations and redemptions of Shares. After entering into the Seventh A&R Trust Agreement and Amendment No. 1 thereto and implementing operational arrangements described in the Alternative Procedures, the Trust intends to create and redeem Shares in accordance with the Alternative Procedures, in the manner described in "Description of Creation and Redemption of Shares" set forth in Exhibit 99.1 hereto, which is incorporated by reference herein and supersedes the section set forth in "Part I—Item 1. Business—Description of Creation and Redemption of Shares" in the Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "Annual Report"). The foregoing descriptions of the Seventh A&R Trust Agreement and Amendment No

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On February 23, 2024, the Sponsor solicited the consent of the shareholders of the Trust (the "Consent Solicitation") to approve a proposal to amend the Sixth Amended and Restated Declaration of Trust and Trust Agreement (as amended, the "Trust Agreement") between the Sponsor and the Trustee, which was approved by the requisite majority of outstanding shares held by the Trust's shareholders as of the record date for the Consent Solicitation. The proposal is described in more detail in the Consent Solicitation Statement. The Proposal: The proposal to approve amendments to the Trust Agreement providing the Trust with alternative procedures for the creation and redemption of Baskets (as defined in the Trust Agreement) (the "Proposal") was approved based on the following votes: For Against Abstain 64,452,495 2,520,003 1,123,997 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 the Proposal were deemed to consent to the Proposal. As such, in the aggregate, shareholders holding 99.5% of the Trust's outstanding shares consented to the Proposal. A sufficient number of shareholders consented to approve the Proposal described above by 4:00 p.m., New York City time, on March 14, 2024. As a result, the Consent Solicitation, and the period during which consents could be revoked, concluded as of 4:00 p.m., New York City time, on March 14, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Seventh Amended and Restated Declaration of Trust and Trust Agreement. 4.2 Amendment No. 1 to the Seventh Amended and Restated Declaration of Trust and Trust Agreement. 99.1 Description of Creation and Redemption of Shares. 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: March 18, 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