Grayscale Bitcoin Mini Trust Files S-1

TL;DR

Grayscale Bitcoin Mini Trust (BTC) filed S-1 on 3/12/24, paving the way for public trading.

AI Summary

Grayscale Bitcoin Mini Trust (BTC) filed an S-1 registration statement on March 12, 2024, to register shares of the trust. The trust is organized in Delaware and its principal executive offices are located at c/o Grayscale Investments, LLC in Stamford, CT. The filing indicates a registration number of 333-277837.

Why It Matters

This S-1 filing is a crucial step for the Grayscale Bitcoin Mini Trust to become a publicly traded security, potentially increasing accessibility to Bitcoin for investors.

Risk Assessment

Risk Level: medium — The filing is a standard registration for a new security, but the underlying asset (Bitcoin) is volatile, and the success of the trust depends on market adoption and regulatory factors.

Key Numbers

• 333-277837 — SEC File Number (Identifies this specific registration filing with the SEC.)
• 20240312 — Filing Date (The date the S-1 registration statement was officially submitted to the SEC.)

Key Players & Entities

• Grayscale Bitcoin Mini Trust (BTC) (company) — Registrant
• 20240312 (date) — Filing Date
• 333-277837 (dollar_amount) — SEC File Number
• Delaware (company) — State of Incorporation
• Grayscale Investments, LLC (company) — Manager/Agent for Service
• Stamford, Connecticut (company) — Business Address
• Michael Sonnenshein (person) — CEO of Grayscale Investments, LLC
• Davis Polk & Wardwell LLP (company) — Legal Counsel

FAQ

From the Filing

0001193125-24-065444.txt : 20240312 0001193125-24-065444.hdr.sgml : 20240312 20240312083431 ACCESSION NUMBER: 0001193125-24-065444 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20240312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grayscale Bitcoin Mini Trust (BTC) CENTRAL INDEX KEY: 0002015034 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-277837 FILM NUMBER: 24740310 BUSINESS ADDRESS: STREET 1: C/O GRAYSCALE INVESTMENTS, LLC STREET 2: 290 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (212) 668-1427 MAIL ADDRESS: STREET 1: C/O GRAYSCALE INVESTMENTS, LLC STREET 2: 290 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 S-1 1 d785023ds1.htm S-1 S-1 Table of Contents As filed with the Securities and Exchange Commission on March 12, 2024 Registration No. 333-     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Grayscale Bitcoin Mini Trust (BTC) (Exact Name of Registrant as Specified in Its Charter) Delaware 6221 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) c/o Grayscale Investments, LLC 290 Harbor Drive, 4th Floor Stamford, Connecticut 06902 (212) 668-1427 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Michael Sonnenshein Chief Executive Officer Grayscale Investments, LLC 290 Harbor Drive, 4th Floor Stamford, Connecticut 06902 (212) 668-1427 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Joseph A. Hall Dan Gibbons Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 Approximate date of commencement of proposed sale to the public : As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ The Registrant hereby amends this registration stateme