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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 8, 2024

Re:
 Grayscale Bitcoin Mini Trust (BTC)

Amendment No. 1 to Registration Statement on Form S-1

Filed April 12, 2024

 File No. 333-277837

 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 Mini
Trust (BTC) (the “BTC 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 BTC Trust’s Registration Statement on Form S-1. The Sponsor has revised the Registration Statement and is filing
Amendment No. 2 to the Registration Statement (as amended, 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 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:

•

 Separately 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.

•

 Tell 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.

•

 Tell 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.

Response

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

•

 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

 The Sponsor has revised the disclosure on pages 60 and 64 of the Registration Statement in response to the Staff’s
comment.

•

 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:

•

 Separately 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.

The Sponsor has revised the disclosure on page 65 of the Registration Statement in response to the Staff’s comment.

•

 Tell 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.

 The Sponsor has revised the pro forma financial statements,
explanatory notes and additional disclosure on pages 60-67 of the Registration Statement, to clearly identify the receipt of Bitcoin into the BTC Trust, referred to as “Transaction Accounting Adjustments,” and any subsequent adjustments
that depict the registrant as an autonomous entity, referred to as “Autonomous Entity Adjustments” within the “Unaudited Pro Forma Statement of Assets and Liabilities” and “Unaudited Pro Forma Statement of Operations”
and “Note 3. Transaction Accounting Adjustments and Autonomous Entity Adjustments.”

May 8, 2024

2

 The Sponsor has considered the presentation of Transaction Accounting Adjustments under Rule 11-02(a)(6)(i) of Regulation S-X, which specifies, in part, that pro forma adjustments are to be calculated “…using the measurement date and method prescribed by the
applicable accounting standards.” The Sponsor has also considered the presentation of Autonomous Entity Adjustments under Rule 11-02(a)(6)(ii) of Regulation S-X,
which contemplates adjustments that “depict the registrant as an autonomous entity [and] must be presented in a separate column from Transaction Accounting Adjustments.” The pro forma financial statements in the Registration Statement
reflect circumstances whereby the BTC Trust did not have Bitcoin or any operations prior to the receipt of the assets in the Initial Distribution and present the adjustments in accordance with generally accepted accounting principles in the United
States (“U.S. GAAP”) in the columns labeled “Transaction Accounting Adjustments” and “Autonomous Entity Adjustments.” The Sponsor included in “Note 3. Transaction Accounting Adjustments and Autonomous Entity
Adjustments” on pages 65-67 descriptions of the line items within the pro forma financial statements to provide investors with additional information that may be helpful to provide a fair and accurate statement of the corresponding line items,
as well as management’s assumptions around the determination of fair value of the assets by identifying expected principal market of the assets.

The Sponsor advises the Staff that it has elected not to present any Management’s Adjustments under Rule
11-02(a)(7).

 The Sponsor further advises the Staff that the calculations performed, valuation
utilized for the price of Bitcoin and presentation of the pro forma financial statements for the BTC Trust are otherwise identical to the corresponding methodologies historically used for GBTC. The only two assumptions differing from the
corresponding variables in the GBTC financial information are (i) the amount of Bitcoin in the BTC Trust and (ii) the annual rate for the Sponsor’s Fee of 0.15% for the BTC Trust.

The Sponsor submits that the presentation of Transaction Accounting Adjustments and Autonomous Entity Adjustments in the Registration
Statement pursuant to and in accordance with Rule 11-02(a)(6) of Regulation S-X, respectively, provide investors with a fair and accurate view of the pro forma
adjustments included therein, and does not believe that any additional financial information is required to be presented either pursuant to the requirements of Form S-1 or Article 11 of Regulation S-X, or for shareholders and investors to understand the nature and impact of the Initial Distribution.

•

 Tell 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.

The Sponsor has considered the guidance under Rule 11-02(a)(8) of Regulation S-X, which specifies that “all pro forma adjustments should be referenced to notes that clearly explain the assumptions involved.” The pro forma financial statements contain financial statement line items
for which there is a corresponding description in “Note 3. Transaction Accounting Adjustments and Autonomous Entity Adjustments” that includes a detailed description of each line item, and in certain instances, the inputs used to calculate
the financial information presented. Additionally, there is a description of the transactions that result in the receipt of Bitcoin by the BTC Trust, identification of the illustrative dates on which those transactions took place, a description of
the calculation of the Sponsor’s Fee during the period after the BTC Trust’s receipt of Bitcoin, an explanation of the accounting treatment upon payment of the Sponsor’s Fee and a description of the valuation methodologies, performed
in accordance with U.S. GAAP, including the identification of the Bitcoin’s principal market which is used in the presentation of the financial information in the pro forma financial statements and explanatory notes included in the Registration
Statement.

May 8, 2024

3

 The Sponsor has revised the disclosure on pages 65-67 of the Registration Statement to update
certain explanatory notes to provide more specificity with respect to the foregoing assumptions in “Note 3. Transaction Accounting Adjustments and Autonomous Entity Adjustments,” including with respect to 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 in response to the Staff’s comment. As mentioned above, the Sponsor advises the Staff
that the calculations performed, valuation utilized for the price of Bitcoin and presentation of the pro forma financial statements for the BTC Trust are otherwise identical to the corresponding methodologies historically used for GBTC. The only two
assumptions differing from the corresponding variables in the GBTC financial information are (i) the amount of Bitcoin in the BTC Trust and (ii) the annual rate for the Sponsor’s Fee of 0.15% for the BTC Trust.

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.

 Response

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

•

 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;

May 8, 2024

4

 In accounting for the Initial Distribution, the Sponsor has primarily considered the
following authoritative guidance: (i) ASC 350-60 – Intangibles – Goodwill and Other – Crypto Assets, (ii) ASC 610-20 – Other Income –
Gains and losses from the derecognition of nonfinancial assets, (iii) ASC 606 – Revenue from contracts with customers, (iv) ASC 810 – Consolidations, (v) ASC 505 – Equity and (vi) ASC 805 – Business
Combinations. Based on such guidance, the Sponsor determined that the initial contribution of Bitcoin from GBTC to the BTC Trust in consideration for the distribution of BTC Shares to GBTC, in connection with the consummation of the Initial
Distribution, is properly accounted for as a sale under U.S. GAAP.

 The BTC Trust is not currently owned by GBTC nor is the BTC Trust
consolidated by GBTC under U.S. GAAP, in accordance with ASC 810, because there are no power or variable interests held by GBTC in relation to the BTC Trust.

ASC 505-60-20 defines a
spin-off as “transfer of assets that constitute a business by an entity (the spinnor) into a new legal spun-off entity (the spinnee), followed by a distribution of
the shares of the spinnee to its shareholders, without the surrender by the shareholders of any stock of the spinnor.”

 The initial
contribution of Bitcoin from GBTC to the BTC Trust, an unrelated and unconsolidated entity at the time of such contribution, does not represent a transfer of a business, as the transferred assets do not generate any revenues or income, or otherwise
meet the definition of a “business” as defined in ASC 805 – Business Combinations. Additionally, the operational step during which there is a parent-subsidiary relationship between GBTC and the BTC Trust is transitory such that the
entities will again be separate legal entities and not related parties immediately after the distribution of BTC Shares to the shareholders of GBTC.

In addition, the Sponsor advises the Staff that the portion of Bitcoin owned by GBTC that will be contributed to the BTC Trust (i.e., the BTC
Bitcoin Portion) does not constitute a “business” within the meaning of Article 11-01(d) of Regulation S-X. The BTC Bitcoin Portion is just a number of Bitcoin
that will be determined as of the Record Date, and is not a separate entity, subsidiary or division of GBTC. Furthermore, the BTC Bitcoin Portion does not have any of the characteristics listed “among the facts and circumstances which should be
considered in evaluating whether an acquisition of a lesser component of an entity constitutes a business.” In particular, the BTC Bitcoin Portion does not produce any revenue; to be sure, there is no revenue-producing activity associated with
either GBTC or the BTC Bitcoin Portion. In addition, the BTC Bitcoin Portion, which is just a pre-determined amount of a commodity akin to precious metals, does not have any physical facilities, employee base,
market distribution system, sales force, customer base, operating rights, production technicals or trade names.

 Based on these facts and
circumstances, the Sponsor evaluated its contribution of the assets (i.e., Bitcoin) to the BTC Trust under U.S. GAAP to determine that the transfer is most appropriately treated as a sale of assets. The transfer of Bitcoin to another trust in return
for consideration representing a beneficial interest in the receiving trust is not part of the normal operating activities of GBTC, and therefore the transaction does not involve a customer. For the avoidance of doubt, we note the “sale”
alluded to is an accounting conclusion as between GBTC and the BTC Trust, with consideration in the form of BTC Shares, and should not be confused with the subsequent distribution of BTC Shares to GBTC Shareholders—neither of which would
represent a sale or distribution for value