Correspondence 0001193125-24-004572 from Grayscale Bitcoin Trust (BTC) (GBTC) (CIK 0001588489) (GBTC)
Grayscale Bitcoin Trust (BTC) (GBTC) (CIK 0001588489)
Date: Jan. 8, 2024 · CIK: 0001588489 · Accession: 0001193125-24-004572
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File numbers found in text: 333-275079
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CORRESP 1 filename1.htm Acceleration Request January 8, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Justin Dobbie Re: Grayscale Bitcoin Trust (BTC) Registration Statement on Form S-3 (File No. 333-275079) REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Grayscale Investments, LLC, a Delaware limited liability company and the sponsor of Grayscale Bitcoin Trust (BTC) (the “Trust”), hereby requests that the Trust’s Registration Statement on Form S-3 (File No. 333-275079) (as amended) (the “Registration Statement”), be declared effective at 5:00 p.m., Eastern Time, on January 10, 2024, or as soon thereafter as practicable. Once the Registration Statement is effective, please orally confirm the event with our counsel, Davis Polk & Wardwell LLP by calling Joseph A. Hall at (212) 450-4565 or Dan Gibbons at (212) 450-3222. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to me by email at michael@grayscale.com and to our counsel, Joseph A. Hall at joseph.hall@davispolk.com or Dan Gibbons at dan.gibbons@davispolk.com. Very truly yours, GRAYSCALE INVESTMENTS, LLC, as Sponsor of Grayscale Bitcoin Trust (BTC) By: /s/ Michael Sonnenshein Name: Michael Sonnenshein Title: Chief Executive Officer