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United States securities and exchange commission logo
April 5, 2024
Michael Sonnenshein
Chief Executive Officer
Grayscale Bitcoin Mini Trust (BTC)
290 Harbor Drive, 4th Floor
Stamford, Connecticut 06902
Re:Grayscale Bitcoin Mini Trust (BTC)
Registration Statement on Form S-1
Filed March 12, 2024
File No. 333-277837
Dear Michael Sonnenshein:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that your registration statement includes a number of blanks or omitted
information throughout. Please revise to include this information in your next amendment,
or tell us when you intend to do so. Please also confirm your understanding that the staff
will need sufficient time to review this information, and we may have additional
comments at that time.
Risk Factors, page 17
2.To the extent material, please discuss the risk that there may be less liquidity or wider
spreads in the market for the Shares as compared to the GBTC Shares.

 FirstName LastNameMichael Sonnenshein
 Comapany NameGrayscale Bitcoin Mini Trust (BTC)
 April 5, 2024 Page 2
 FirstName LastName
Michael Sonnenshein
Grayscale Bitcoin Mini Trust (BTC)
April 5, 2024
Page 2
Material U.S. Federal Income Tax Consequences, page 118
3.We note that your discussion of tax consequences is based on the assumption that the
Trust will be treated as a grantor trust for U.S. federal income tax purposes. Please revise
to describe the reasons for and level of any uncertainty associated with grantor trust status.
In addition, to the extent counsel intends to file a short-form tax opinion, please revise to
state clearly that the disclosure in this section of the prospectus is the opinion of the
counsel.
The Spin-Off, page 127
4.Please tell us and enhance your disclosures how you intend to account for the Spin-Off
and reference authoritative guidance to support your determinations. Ensure your response
addresses the following:
•Your determination to account for the transaction as a Spin-off and the relevant
authoritative guidance to support your determination, including consideration of the
trust grantor structures and the process you will take to effect the Spin-off. Explain
why this transaction is not effectively the sale of bitcoin by GBTC and, by the nature
of its pass-through tax structure, its shareholders in exchange for shares of BTC.
•Your consideration of the definition of predecessor as defined by Rule 405 of
Regulation C in applying to the Grayscale Bitcoin Trust (GBTC) and the guidance in
Rules 3-01 and 3-02 of Regulation S-X in determining if the financial statements of
GBTC are required.
•Your consideration of the guidance in Article 11-01(a)(7-8) of Regulation S-X and if
you intend to provide pro forma financial information giving effect to the Spin-off,
including consideration of SAB Topic 1.B.2 and SAB Topic 5.Z.7, to reflect for
example, the financial statement impact of lower fees.
•Revise management’s discussion and analysis to discuss the predecessors historical
operating results for the periods presented consistent with your determinations above.
•Tell us the audited financial statements you intend to include in the registration
statement in future amendments and for which entities.

            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameMichael Sonnenshein
 Comapany NameGrayscale Bitcoin Mini Trust (BTC)
 April 5, 2024 Page 3
 FirstName LastName
Michael Sonnenshein
Grayscale Bitcoin Mini Trust (BTC)
April 5, 2024
Page 3
            Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related matters. Please
contact David Lin at 202-551-3552 or Justin Dobbie at 202-551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets