Correspondence 0001193125-24-004900 from Grayscale Bitcoin Trust (BTC) (GBTC) (CIK 0001588489) (GBTC)
Grayscale Bitcoin Trust (BTC) (GBTC) (CIK 0001588489)
Date: Jan. 9, 2024 · CIK: 0001588489 · Accession: 0001193125-24-004900
AI Filing Summary & Sentiment
File numbers found in text: 333-275079
Letter
Division of Corporation Finance Office of Crypto Assets U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re:
Dear Ms. Cheng and Mr. Dobbie:
On behalf of our client, Grayscale Investments, LLC, a Delaware limited liability company and the sponsor (the “Sponsor”) of Grayscale Bitcoin Trust (BTC) (the “Trust”), this letter sets forth the Sponsor’s responses to the comment letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated January 8, 2024, relating to the Trust’s Amendment No. 4 to Registration Statement on Form S-3. The Trust has revised the Registration Statement and is filing Amendment No. 5 to the Registration Statement (the “Registration Statement”) together with this response letter.
For your convenience, we have reproduced the Staff’s comments preceding the Sponsor’s responses below. All capitalized terms used and not defined herein shall have the meaning given to them in the Registration Statement.
Amendment No. 4 to Registration Statement on Form S-3
Liquidity Providers, page 15
1. Please revise your disclosure to clarify whether and to what extent any of the Liquidity Providers are affiliated with or have any material relationships with any of the Authorized Participants.
Response
The Sponsor has revised the disclosure on page 16 of the Registration Statement in response to the Staff’s comment. The Sponsor further advises the Staff that, as noted on page 16 of the Registration Statement and in the definition of “Liquidity Provider”, none of the Liquidity Providers are acting as agents of any Authorized Participant, and there is no contractual relationship relating to the Trust between any Liquidity Provider and any Authorized Participant, irrespective of any entity affiliations that may exist.
Risk Factors, page 17
2. Please add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing products.
Response
The Sponsor has revised the disclosure on page 26 of the Registration Statement in response to the Staff’s comment.
General
3. In order to meet your anticipated timing, please respond to these comments and amend your registration statement no later than 10:00 a.m. (EST) on January 9, 2024.
Response
The Sponsor acknowledges the Staff’s comment and is filing Amendment No. 5 to the Registration Statement prior to the stated deadline.
* * *
In connection with its response to the Staff’s comments, the Sponsor acknowledges that the Sponsor and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.
Please do not hesitate to contact Joseph Hall, at (212) 450-4565 or joseph.hall@davispolk.com, or me, at (212) 450-3222 or dan.gibbons@davispolk.com, with any questions you may have with respect to the foregoing.
Very truly yours,
/s/ Dan Gibbons
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CORRESP 1 filename1.htm CORRESP Dan Gibbons +1 212 450 3222 dan.gibbons@davispolk.com Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com January 9, 2024 Re: Grayscale Bitcoin Trust (BTC) Amendment No. 4 to Registration Statement on Form S-3 Filed January 8, 2024 File No. 333-275079 Lulu Cheng Justin Dobbie Division of Corporation Finance Office of Crypto Assets U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Ms. Cheng and Mr. Dobbie: On behalf of our client, Grayscale Investments, LLC, a Delaware limited liability company and the sponsor (the “Sponsor”) of Grayscale Bitcoin Trust (BTC) (the “Trust”), this letter sets forth the Sponsor’s responses to the comment letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated January 8, 2024, relating to the Trust’s Amendment No. 4 to Registration Statement on Form S-3. The Trust has revised the Registration Statement and is filing Amendment No. 5 to the Registration Statement (the “Registration Statement”) together with this response letter. For your convenience, we have reproduced the Staff’s comments preceding the Sponsor’s responses below. All capitalized terms used and not defined herein shall have the meaning given to them in the Registration Statement. Amendment No. 4 to Registration Statement on Form S-3 Liquidity Providers, page 15 1. Please revise your disclosure to clarify whether and to what extent any of the Liquidity Providers are affiliated with or have any material relationships with any of the Authorized Participants. Response The Sponsor has revised the disclosure on page 16 of the Registration Statement in response to the Staff’s comment. The Sponsor further advises the Staff that, as noted on page 16 of the Registration Statement and in the definition of “Liquidity Provider”, none of the Liquidity Providers are acting as agents of any Authorized Participant, and there is no contractual relationship relating to the Trust between any Liquidity Provider and any Authorized Participant, irrespective of any entity affiliations that may exist. Risk Factors, page 17 2. Please add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing products. Response The Sponsor has revised the disclosure on page 26 of the Registration Statement in response to the Staff’s comment. General 3. In order to meet your anticipated timing, please respond to these comments and amend your registration statement no later than 10:00 a.m. (EST) on January 9, 2024. Response The Sponsor acknowledges the Staff’s comment and is filing Amendment No. 5 to the Registration Statement prior to the stated deadline. * * * In connection with its response to the Staff’s comments, the Sponsor acknowledges that the Sponsor and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Please do not hesitate to contact Joseph Hall, at (212) 450-4565 or joseph.hall@davispolk.com, or me, at (212) 450-3222 or dan.gibbons@davispolk.com, with any questions you may have with respect to the foregoing. Very truly yours, /s/ Dan Gibbons Dan Gibbons cc: Michael Sonnenshein Craig Salm Jake Karlsruher Joseph A. Hall Davis Polk & Wardwell LLP January 9, 2024 2