UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 7, 2024, Grayscale Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Bitcoin Trust (BTC) (the “Trust”), and CSC Delaware Trust Company, the trustee (the “Trustee”) of the Trust, entered into Amendment No. 2 ( “Amendment No. 2”) to the Seventh Amended and Restated Declaration of Trust and Trust Agreement, dated as of March 15, 2024, as amended by Amendment No. 1 thereto dated as of March 15, 2024 (the “Seventh A&R Trust Agreement”) in order to make certain clarifying amendments to the calculation of NAV to align such calculation with the actual net assets of the Trust, by reflecting a reduction in the net assets of the Trust resulting from declared in-kind dividends where the Trust has an obligation to make a distribution to its shareholders.
The Sponsor has determined that Amendment No. 2 does not materially adversely affect the interests of the Trust's shareholders and that the Sponsor and the Trustee may amend the Seventh A&R Trust Agreement without the consent of the Trust's shareholders pursuant to Section 10.1 of the Seventh A&R Trust Agreement.
After entering into Amendment No. 2 to the Seventh A&R Trust Agreement, the Trust shall determine the Trust’s NAV in the manner described in “Valuation of Bitcoin and Determination of NAV” 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—Valuation of Bitcoin and Determination of NAV” in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
4.1 |
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Amendment No. 2 to the Seventh Amended and Restated Declaration of Trust and Trust Agreement |
99.1 |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
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Grayscale Investments, LLC as Sponsor of Grayscale Bitcoin Trust (BTC) |
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Date: |
May 7, 2024 |
By: |
/s/ Michael Sonnenshein |
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Michael Sonnenshein |
* 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.