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United States securities and exchange commission logo
September 14, 2023
Michael Sonnenshein
Chief Executive Officer
Grayscale Investments, LLC
290 Harbor Drive, 4th Floor
Stamford, Connecticut 06902
Re:Grayscale Bitcoin Trust (BTC)
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 000-56121
Dear Michael Sonnenshein:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 1. Business, page 1
1.If material to an understanding of your business, describe in future filings any direct or
indirect exposures to other counterparties, custodians, or other participants in crypto asset
markets known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.

 FirstName LastNameMichael Sonnenshein
 Comapany NameGrayscale Investments, LLC
 September 14, 2023 Page 2
 FirstName LastName
Michael Sonnenshein
Grayscale Investments, LLC
September 14, 2023
Page 2
Overview of the Bitcoin Industry and Market
Creation of New Bitcoin, page 8
2.We note your disclosure that the "Bitcoin Network is designed in such a way that the
reward for adding new blocks to the Blockchain decreases over time. Once new Bitcoin
tokens are no longer awarded for adding a new block, miners will only have transaction
fees to incentivize them, and as a result, it is expected that miners will need to be better
compensated with higher transaction fees to ensure that there is adequate incentive for
them to continue mining."  Please revise future filings to discuss the potential impact on
your business if such fees are not sufficiently high to incentivize miners to continue
mining and include a cross-reference to your related risk factor disclosure on pages 48 –
49.
Item 1.A. Risk Factors, page 44
3.We note that Digital Currency Group, Inc., the parent company of the Sponsor, is
currently party to various litigation claims and legal proceedings and experiencing
financial difficulties, as indicated by recent news reports.  To the extent material, please
include risk factor disclosure in future filings describing the current and potential impacts
therefrom on your business, including how such difficulties or any unfavorable outcomes
in these claims and proceedings could negatively impact the Sponsor's ability to continue
managing the Trust or conduct its business.
4.To the extent material, discuss in future filings any reputational harm you may face in
light of the recent disruption in the crypto asset markets.  For example, discuss how
market conditions have affected how your business is perceived by counterparties and
regulators, and whether there is a material impact on your operations or financial
condition.
5.Describe in future filings any material risks to your business from the possibility of
regulatory developments related to crypto assets and crypto asset markets. Identify
material pending crypto legislation or regulation and describe any material effects it may
have on your business, financial condition, and results of operations.
6.Describe in future filings any material risks you face related to the assertion of jurisdiction
by U.S. and foreign regulators and other government entities over crypto assets and crypto
asset markets.
7.Describe any material risks to your business and financial condition if the policies and
procedures of the Custodian, Sponsor, or Trust surrounding the safeguarding of crypto
assets, conflicts of interest, and/or comingling of assets, as applicable, are not effective.
8.To the extent material, describe in future filings any gaps the Sponsor's board or
management have identified with respect to risk management processes and policies in
light of current crypto asset market conditions as well as any changes they have made to
address those gaps.

 FirstName LastNameMichael Sonnenshein
 Comapany NameGrayscale Investments, LLC
 September 14, 2023 Page 3
 FirstName LastName
Michael Sonnenshein
Grayscale Investments, LLC
September 14, 2023
Page 3
9.To the extent material, describe in future filings any of the following risks due to
disruptions in the crypto asset markets:
•Risk from depreciation in your share price.
•Risk of loss of demand for your products and services.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mark Brunhofer at (202) 551-3638 or David Irving at (202) 551-3321 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets