Grayscale Bitcoin Trust ETF Files 8-K

TL;DR

GBTC filed an 8-K on Jan 1, 2025, signaling operational/structural changes.

AI Summary

On January 1, 2025, Grayscale Bitcoin Trust ETF (formerly Grayscale Bitcoin Trust (BTC)) filed an 8-K report. This filing indicates a change in the company's structure or operations, potentially related to its transition from a trust to an ETF structure, as suggested by its former names. The filing was made on January 3, 2025.

Why It Matters

This filing signifies a formal update to the company's reporting status, which could impact investor perception and regulatory compliance for the Grayscale Bitcoin Trust ETF.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not appear to contain immediate negative financial or operational news.

Key Numbers

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

Key Players & Entities

• Grayscale Bitcoin Trust ETF (company) — Registrant
• Grayscale Bitcoin Trust (BTC) (company) — Former company name
• Bitcoin Investment Trust (company) — Former company name
• January 1, 2025 (date) — Date of earliest event reported
• January 3, 2025 (date) — Filing date
• 001-41906 (other) — SEC File Number
• 46-7019388 (other) — IRS Employer Identification No.

FAQ

Filing Documents

• gbtc-20250101.htm (8-K) — 57KB
• gbtc-ex10_1.htm (EX-10.1) — 147KB
• gbtc-ex10_2.htm (EX-10.2) — 76KB
• gbtc-ex10_3.htm (EX-10.3) — 47KB
• 0000950170-25-001114.txt ( ) — 466KB
• gbtc-20250101.xsd (EX-101.SCH) — 26KB
• gbtc-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 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 Assi

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 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