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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Grayscale Bitcoin Trust BTC | AMEX:GBTC | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.06 | 4.07% | 52.70 | 53.08 | 51.83 | 52.27 | 5,793,831 | 00:49:37 |
As filed with the Securities and Exchange Commission on November 19, 2019
File No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Grayscale Bitcoin Trust (BTC)
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 46-7019388 | |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
|
250 Park Avenue South
New York, New York |
10003 | |
(Address of Principal Executive Offices) | (Zip Code) |
(212) 668-1427
(Registrants telephone number, including area code)
Copies to:
Joseph A. Hall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Grayscale Bitcoin Trust (BTC) Shares
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Grayscale Bitcoin Trust (BTC) (the Trust) is voluntarily filing this Registration Statement on Form 10 to register its common units of fractional undivided beneficial interest (Shares) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Once this Registration Statement is deemed effective, the Trust will be subject to the requirements of Regulation 13A under the Exchange Act, which will require it to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and to comply with all other obligations of the Exchange Act applicable to issuers filing Registration Statements pursuant to Section 12(g) of the Exchange Act.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
We have filed our Information Statement as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in our Information Statement. None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item No. |
Item Caption |
Location in Information Statement |
||
1. | Business. | The following sections of our Information Statement are hereby incorporated by reference: Statement Regarding Forward-Looking Statements, Key Operating Metrics, Summary, Risk Factors, Overview of the Bitcoin Industry and Market, Activities of the Trust, Description of the Trust, The Sponsor, The Trustee, The Transfer Agent, Authorized Participants, The Custodian, The Distributor and Marketer, Custody of the Trusts Bitcoins, Description of Creation of Shares, Valuation of Bitcoin and Determination of Bitcoin Holdings, Expenses; Sales of Bitcoins, Statements, Filings and Reports, Description of the Trust Documents and Where You Can Find More Information. | ||
1A. | Risk Factors. | The following sections of our Information Statement are hereby incorporated by reference: Statement Regarding Forward-Looking Statements and Risk Factors. | ||
2. | Financial Information. | The following sections of our Information Statement are hereby incorporated by reference: Key Operating Metrics, Summary, Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations, Valuation of Bitcoin and Determination of Bitcoin Holdings, and Index to Financial Statements and the statements referenced therein. | ||
3. | Properties. | None. |
Item No. |
Item Caption |
Location in Information Statement |
||
4. | Security Ownership of Certain Beneficial Owners and Management. | The following section of our Information Statement is hereby incorporated by reference: Conflicts of Interest. | ||
5. | Directors and Executive Officers. | The following sections of our Information Statement are hereby incorporated by reference: The Sponsor. | ||
6. | Executive Compensation. | The following sections of our Information Statement are hereby incorporated by reference: Expenses; Sales of Bitcoins. | ||
7. | Certain Relationships and Related Transactions, and Director Independence. | The following sections of our Information Statement are hereby incorporated by reference: The Sponsor and Conflicts of Interest. | ||
8. | Legal Proceedings. | None. | ||
9. | Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters. | The following sections of our Information Statement are hereby incorporated by reference: Managements Discussion and Analysis of Financial Condition and Results of Operations. | ||
10. | Recent Sales of Unregistered Securities. | The following sections of our Information Statement are hereby incorporated by reference: Description of the Shares. | ||
11. | Description of Registrants Securities to be Registered. | The following sections of our Information Statement are hereby incorporated by reference: Description of the Shares, Description of Creation of Shares and Description of the Trust Documents. | ||
12. | Indemnification of Directors and Officers. | The following section of our Information Statement is hereby incorporated by reference: Description of the Trust Documents. | ||
13. | Financial Statements and Supplementary Data. | The following section of our Information Statement is hereby incorporated by reference: Index to Financial Statements and the statements referenced therein. | ||
14. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | Not Applicable. | ||
15. | Financial Statements and Exhibits. | The following sections of our Information Statement are hereby incorporated by reference: Index to Financial Statements and the statements referenced therein. |
2
(a) List of Financial Statements and Schedules: The following financial statements are included in the Information Statement and filed as part of this Registration Statement on Form 10:
(b) Exhibits. The following documents are filed as exhibits hereto:
* |
To be filed by amendment. |
|
Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed. |
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Grayscale Investments, LLC
|
||||
By: |
/s/ Barry E. Silbert |
|||
Name: |
Barry E. Silbert |
|||
Title: |
Chief Executive Officer |
Date: November 19, 2019
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