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United States securities and exchange commission logo
May 1, 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)
Amendment No. 1 to Registration Statement on Form S-1
Filed April 12, 2024
File No. 333-277837
Dear Michael Sonnenshein:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our April 5, 2024, letter.
Amendment to Form S-1 filed April 12, 2024
Unaudited Pro Forma Financial Statements, page 60
1.We note your response to the third bullet of prior comment 4 and your pro forma financial
statements. Please address the following:
•Revise the third paragraph of your introduction and the first paragraph of Note 1 to
the unaudited pro forma financial statements to reflect the current requirements of
Rule 11-02 of Regulation S-X. In this regard, pro forma financial statements are no
longer limited to adjustments that are directly attributable to the transaction for which
pro forma effect is being given, being factually supportable and, with respect to a
statement of comprehensive income, expected to have a continuing impact; and
•We are unable to recompute all the amounts presented in your pro forma financial
statements based on the description of all pro forma adjustments in Note 3. Address
the following:

 FirstName LastNameMichael Sonnenshein
 Comapany NameGrayscale Bitcoin Mini Trust (BTC)
 May 1, 2024 Page 2
 FirstName LastName
Michael Sonnenshein
Grayscale Bitcoin Mini Trust (BTC)
May 1, 2024
Page 2
oSeparately provide us with the number of bitcoin assumed transferred on
January 1, 2023 and the number of bitcoin used to fund the Sponsor's Fee along
with the relevant unit fair values and dollar amounts.
oTell us your consideration for separately presenting Transaction Accounting
Adjustments under Rule 11-02(a)(6)(i) of Regulation S-X and Management's
Adjustments under Rule 11-02(a)(7) of Regulation S-X.
oTell us how your presentation clearly explains the assumptions underlying the
calculations for the transaction accounting adjustments. Refer to Rule 11-
02(a)(8) of Regulation S-X.
Initial Distribution, page 135
2.We note your response to the first two bullets of prior comment 4 and your revised
description of the transaction as an Initial Distribution that will be characterized as a
sale under U.S. GAAP, which results in an accounting realization event, but does not
constitute a recognition event for U.S. federal income tax purposes. Please address the
following:
•Provide us with your accounting analysis and reference authoritative guidance to
support your determination to account for the transaction as a sale under U.S. GAAP
instead of a spinoff considering that you acknowledge that Grayscale Bitcoin Trust
(GBTC) and Grayscale Bitcoin Mini Trust (BTC) will have a parent-subsidiary
relationship immediately prior to the Initial Distribution on the Distribution Date;
•Provide us the journal entries to be recorded by both GBTC and BTC for the
transaction; and
•With respect to your predecessor response, we reissue our comment. Please tell us in
greater detail your consideration of the definition of predecessor in Rule 405 of
Regulation C as applied to 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.
Provide us a comprehensive analysis as to why you believe GBTC or a portion of
GBTC is not the predecessor of BTC and reference all the authoritative guidance you
use to support your position.
            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