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CORRESP
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CORRESP

 Dan Gibbons

 +1 212 450 3222

 dan.gibbons@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

davispolk.com

 May 10, 2024

Re:
 Grayscale Bitcoin Trust (BTC)

Revised Preliminary Information Statement on Schedule 14C

Filed April 12, 2024

 File No. 001-41906

 Division of Corporation Finance

Office of Crypto Assets

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Att’n:
 Michelle Miller

Mark Brunhofer

 David Lin

Justin Dobbie

 Ladies and Gentlemen:

On behalf of our client, Grayscale Investments, LLC, a Delaware limited liability company and the sponsor (the “Sponsor”) of Grayscale Bitcoin Trust
(BTC) (the “GBTC 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 May 1, 2024, relating to Amendment No. 1 to the GBTC Trust’s Preliminary Information Statement on Schedule 14C. The Sponsor has revised the Preliminary Information Statement on Schedule 14C and is filing
Amendment No. 2 to the Preliminary Information Statement on Schedule 14C (as amended, the “Information 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 Information Statement. Where applicable, we also make reference to the registration statement on Form S-1 (333-277837)
filed by Grayscale Bitcoin Mini Trust (BTC) (the “BTC Trust”) on March 12, 2024, as amended by Amendment No. 1 filed on April 12, 2024, Amendment No. 2 filed on May 8, 2024, and as may be further amended from time to time
(the “BTC Trust Registration Statement”).

 Revised Preliminary Information Statement on Schedule 14C

Trading Between the Record Date and the Distribution Date, page 19

1.
 Please provide us with a comparison of how the trading of GBTC and BTC Shares between the Record Date and
the Distribution Date would compare with a typical corporate spin-off transaction. In particular, please explain why there will be no regular-way market for GBTC Shares
or when-issued market for BTC Shares. Please also discuss how this impacts your no sale analysis under Section 2(a)(3) of the Securities Act.

 Response

The Sponsor has addressed each of the Staff’s comments as follows:

•

 Please provide us with a comparison of how the trading of GBTC and BTC Shares between the Record Date and the
Distribution Date would compare with a typical corporate spin-off transaction.

Trading in corporate spin-off transactions

While the Sponsor cannot speak with any authority as to what a “typical” corporate spin-off
transaction entails, and the Sponsor notes that corporate spin-off transactions have been consummated without the issuers involved facilitating “regular-way”
or “when-issued” trading markets for the securities involved, the Sponsor has included the below description of what would occur in a corporate spin-off transaction in which the issuers involved do
elect to facilitate such trading markets between the relevant record date and distribution date:

•

 The “when-issued” trading market refers to the period of time after the declaration of a spin-off distribution has been authorized by the parent entity’s board of directors, and a record date has been established, but prior to the actual issuance and/or distribution of shares of the spin-off subsidiary’s stock (which occurs on the distribution date). During this time, the subsidiary’s stock trades on a conditional or when-issued basis, often commencing on the trading date immediately
prior to the record date for the distribution and ending on the distribution date.

•

 During this time, in addition to the when-issued market for the subsidiary’s stock, it is possible that a
second market will be established for the parent company’s stock, which is referred to as the “regular-way” trading market, in which the parent’s shares trade along with the right to
receive shares of the subsidiary’s stock on the distribution date.

•

 Finally, the “ex-distribution” market describes the trading
market that will continue for the parent company’s shares, without the right to receive shares of the subsidiary’s stock on the distribution date. In the “ex-distribution” market, on the
“ex dividend” date (i.e., the day on which the parent company’s shares first trade without the right to receive shares of the subsidiary’s stock), the parent company’s stock price will decline by an amount equal to the
amount of the distribution, i.e., the value attributable to the shares of the subsidiary’s stock that will be distributed (and is therefore no longer reflected in the parent company’s stock price).

Investors who purchase parent company shares in the “regular-way” trading market or
subsidiary shares in the “when-issued” market between the record date and the distribution date receive a “due bill,” and such trades are typically settled two days following the distribution date.

Trading of the GBTC Shares and the BTC Shares

The Sponsor advises the Staff that the GBTC Shares will go “ex dividend” on the Record Date, meaning that any investors who purchase
GBTC Shares in the open market on the Record Date will not be entitled to receive the distribution of BTC Shares in respect of such GBTC Shares (since such trades will settle after the Record Date). As such, and consistent with the “ex-distribution” market described above with respect to parent company shares in a corporate spin-off, the Sponsor expects that the secondary market trading price
of GBTC Shares will decline as of the opening of trading on the Record Date (which is also the “ex dividend” date), in an amount that corresponds to the value attributable to the BTC Shares that will be distributed and amount of Bitcoins
that will be contributed to the BTC Trust on the Distribution Date (i.e, the

May 10, 2024

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value of the Bitcoin comprising the BTC Bitcoin Portion). For purposes of this discussion, the Sponsor refers to the secondary market trading price of GBTC Shares prior to such expected decline
in share price as the “pre-distribution price,” and the price of GBTC Shares following such expected decline in share price as the “post-distribution price.”

If a GBTC Shareholder sells GBTC Shares prior to the Record Date, they will be selling shares at the
pre-distribution price, because the settlement of such trade will occur on or prior to the close of trading on the Record Date (and the purchaser will therefore be entitled to receive their pro rata portion of
the distribution of BTC Shares on the Distribution Date, assuming such purchaser continues to hold such GBTC Shares through the Record Date). Conversely, if a GBTC Shareholder sells GBTC Shares on the Record Date, they will be selling shares at the
post-distribution price, because the settlement of such trade will occur after the Record Date (and the seller will therefore remain entitled to receive their pro rata portion of the distribution of BTC Shares on the Distribution Date. As such,
neither buyers nor sellers of GBTC Shares will sacrifice any value as a result of trading activity during this period of time despite the expected decline in GBTC Share price which will occur on the Record Date, as the expected difference between
the pre-distribution price and the post-distribution price is equal to the expected value of the BTC Shares – and the entitlement to receive such BTC Shares will rest with (i) the buyer, in
situations where the buyer has paid the pre-distribution price for GBTC Shares (i.e. trades struck prior to the Record Date) or (ii) the seller, in situations where the buyer has paid the
post-distribution price for GBTC Shares (i.e. trades struck on the Record Date).

 Moreover, the Sponsor has determined that it will waive
the Sponsor’s Fee with respect to the BTC Bitcoin Portion during the period between the Record Date and the commencement of trading of the BTC Shares on NYSE Arca (which the Sponsor currently anticipates will be the trading day following the
Distribution Date), such that no GBTC Shareholder will pay any fees or otherwise forgo any value with respect to their pro rata entitlement to the BTC Bitcoin Portion during this time. The Sponsor advises the Staff that this waiver will further
accrue to the benefit of GBTC Shareholders, who on the Distribution Date will receive BTC Shares corresponding to their pro rata share of the BTC Bitcoin Portion as of the close of business on the Record Date, without any reduction in the number of
Bitcoin underlying such BTC Shares to account for the accrual of the Sponsor’s Fee in such intervening period (in addition to the materially lower Sponsor’s Fee that will be applicable to the BTC Shares once they begin trading on NYSE Arca
vis-à-vis the GBTC Shares). The Sponsor has revised the disclosure on pages 1, 2, 4, 5, 13, 21 and 26 of the Information Statement to reflect its waiver of the
Sponsor’s Fee with respect to the BTC Bitcoin Portion during the period between the Record Date and the commencement of trading of the BTC Shares on NYSE Arca (which the Sponsor currently anticipates will be the trading day following the
Distribution Date).

•

 In particular, please explain why there will be no regular-way market
for GBTC Shares or when-issued market for BTC Shares.

 The Sponsor advises the Staff that it does not intend to take
steps to facilitate a “regular-way” trading market for the GBTC Shares or “when-issued” trading market for the BTC Shares due in large part to the inherent nature of exchange-traded
commodity products, which do not lend themselves to this tripartite model of trading that is often seen in corporate spin-offs. Because both the GBTC Trust and BTC Trust (for purposes of this discussion, each a “Trust”) are investment
vehicles with an investment objective for the value of their respective shares to reflect the value of the Bitcoin held by the respective Trust, determined by reference to the Index Price, less the Trust’s expenses and other liabilities, the
Sponsor believes that allowing three distinct trading markets to emerge for this very limited period of time (the Sponsor currently anticipates that the Distribution Date will be on the trading day immediately following the Record Date, with BTC
Shares beginning to trade on NYSE Arca on the trading day immediately following the Distribution Date) could create confusion in the market, and the potential for undesired volatility to the extent of any unexpected divergence between the trading
price of GBTC Shares in a hypothetical “regular-way” market as compared with the combined trading price of the GBTC Shares in the “ex-distribution”
market and the trading price of BTC Shares in a hypothetical “when-issued” market.

May 10, 2024

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 Unlike in a corporate spin-off, where the issuer
involved is likely not issuing or repurchasing its shares during the periods between the declaration date, the ex dividend date/record date and the distribution date, the GBTC Trust will continue to process creations and redemptions throughout these
periods of time, which is consistent with meeting its investment objective. This continuous creation and redemption of GBTC Shares is necessary in order to allow the arbitrage mechanism to function appropriately. These creations and redemptions will
continue to occur based on the NAV of the GBTC Trust, which will be published on the GBTC Trust’s website and continue to be publicly available in the same way that its NAV is currently made available. Similar to the discussion above with
respect to secondary market trading prices, the NAV of the GBTC Trust will also decline in an amount that corresponds to the amount of Bitcoins to be contributed from the GBTC Trust to the BTC Trust, reducing the net assets of the GBTC Trust. Any
GBTC Shares that are created on or prior to the Record Date will be entitled to receive the BTC Shares in the Initial Distribution, and any GBTC Shares that are created after the Record Date will not be so entitled. As a result, the NAV of the GBTC
Trust will experience a decline at the end of trading on the Record Date, when a reduced NAV will be published reflecting the net assets of the GBTC Trust after giving pro forma effect to the Initial Distribution. For purposes of this discussion,
the Sponsor refers to the NAV of the GBTC Trust prior to such expected decline as the “pre-distribution NAV,” and the NAV of the GBTC Trust following such expected decline as the
“post-distribution NAV.”

 To illustrate this further:

•

 Prior to the Record Date, the NAV that the GBTC Trust publishes will be the
pre-distribution NAV. This is because any creation or redemption orders placed prior to the Record Date will settle on or prior to the Record Date, and will therefore be consummated prior to determining the
GBTC Shareholders of record for purposes of the Initial Distribution.

•

 In the case of a creation order that settles on or prior to the Record Date, the holder of the created GBTC
Shares will be entitled to receive BTC Shares in the Initial Distribution.

•

 In the case of a redemption order that settles on or prior to the Record Date, the holder of the redeemed GBTC
Shares will not be entitled to receive BTC Shares in the Initial Distribution as the GBTC Shares will no longer be outstanding as of the close of trading on the Record Date.

•

 At the close of trading on the Record Date, the NAV that the GBTC Trust publishes will be the post-distribution
NAV, reflecting a decline in its net assets corresponding to the Bitcoins that are to be distributed in the Initial Distribution. This is because any creation or redemption orders placed on or after the Record Date will settle after the Record Date,
and will therefore be consummated after determining the GBTC Shareholders of record for purposes of the Initial Distribution.

•

 In the case of a creation order that settles after the Record Date, the holder of the created GBTC Shares will
not be entitled to receive BTC Shares in the Initial Distribution.

•

 In the case of a redemption order that settles after the Record Date, the holder of the redeemed GBTC Shares
will be entitled to receive BTC Shares in the Initial Distribution as the GBTC Shares will still be outstanding as of the close of trading on the Record Date.

May 10, 2024

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 The Sponsor advises the Staff that allowing three distinct trading markets from and after the
time the distribution is declared—representing interests in vehicles (including two hypothetical vehicles) which would have distinct net asset values—would not be feasible or realistic for an exchange-traded commodity product that is
continuously creating and redeeming its shares. In order for this to occur, there would need to be a hypothetical entity (and hypothetical authorized participants) creating or redeeming shares representing interests in all three of these vehicles.
One of these vehicles would theoretically create and redeem shares solely on the basis of the pre-distribution NAV of the GBTC Trust throughout these periods – this would be the equivalent of a “regular-way” market for GBTC Shares, and a second of these vehicles would theoretically create and redeem shares representing interests solely on the basis of the anticipated NAV of the BTC Trust
throughout these periods – this would be the equivalent of a “when-issued” market for BTC Shares. But in reality, only one entity will actually be creating and redeeming shares during such period, with actual authorized participants
as counterparties. If these three hypothetical issuers did exist, and were creating and redeeming shares throughout this period, this would require the publishing and updating of three distinct net asset values, which the S