UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 8.01. Other Events.
On November 8, 2024, Grayscale Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Bitcoin Mini Trust ETF (the “Trust”), issued a press release announcing its intention to effect a reverse share split of the Trust’s shares, at a ratio of 1-for-5 (the “Reverse Share Split”), effective as of 5:00 p.m. Eastern Time on November 19, 2024 (the “Effective Time”). As of the Effective Time, every 5 (five) shares of the Trust’s existing shares will automatically convert into 1 (one) share.
As a result of the Reverse Share Split, a shareholder could hold a fractional share. Any fractional shares that would be created as a result of the Reverse Share Split may either, at the discretion of such shareholder’s Depository Trust Company (“DTC”) participant, (i) be tracked by such DTC participant on its internal ledgers or (ii) be aggregated and sold after determination of the number of fractional shares that would be created as a result of the Reverse Share Split, and shareholders will receive the net cash proceeds of such sale in proportion to the fractional shares sold that would otherwise be held by such shareholder as a result of the Reverse Share Split. Fractional shares cannot trade on NYSE Arca, Inc. (“NYSE Arca”).
Following the Reverse Share Split, on November 20, 2024, the shares will continue to trade on NYSE Arca under the symbol “BTC.” The Reverse Share Split is expected to increase the price per share of the Trust to five times the net asset value of a share prior to the Reverse Share Split, with a proportionate decrease in the number of shares outstanding (excluding fractional shares). The new CUSIP number for the shares following the Reverse Share Split will be 389930 207.
The press release announcing the Reverse Share Split is filed as Exhibit 99.1 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 |
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 |
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Date: |
November 8, 2024 |
By: |
/s/ Edward McGee |
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Name: Edward McGee |
* 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.