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GBTC’s S-3 Filing Explained

Last Update 10/19/2023

Today, Grayscale Investments filed with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-3 to register shares of Grayscale Bitcoin Trust (BTC)* (OTCQX: GBTC) under the Securities Act of 1933, as amended (the “Securities Act”).

Typically, issuers file a registration statement on Form S-1 for their initial public offering of equity securities registered under the Securities Act. GBTC, however, is eligible to use Form S-3, a shorter filing that incorporates by reference its SEC disclosures and reports, because its shares have been registered under the Securities Exchange Act of 1934 since January 2020 and it meets the other requirements of the form.

Before GBTC can uplist to an ETF and issue shares on a registered basis pursuant to the Form S-3, NYSE Arca's 19b-4 application must be approved, an exemption or other form of Regulation M relief must be available and the Form S-3 must be declared effective by the SEC.**

Importantly, GBTC is ready to operate as an ETF upon receipt of these regulatory approvals, and on behalf of GBTC’s investors, Grayscale looks forward to working collaboratively and expeditiously with the SEC on these matters.

 *GBTC makes no representation as to when or if such approval will be obtained and when such an exemption or relief will be available. GBTC will not seek effectiveness of the Form S-3 registration statement and no offering of shares of GBTC will take place unless and until such approval is obtained and such an exemption or relief is available.

**Grayscale Bitcoin Trust (GBTC) (the “Trust”) has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Trust has filed with the SEC for more complete information about the Trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at Alternatively, the Trust or any authorized participant will arrange to send you the prospectus (when available) if you request it by emailing [email protected] or by contacting Grayscale Securities, LLC 290 Harbor Drive, Stamford, CT 06902.

Investments in digital assets are speculative investments that involve high degrees of risk, including a partial or total loss of invested funds. Investments in digital assets are not suitable for any investor that cannot afford loss of the entire investment.

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This content does not constitute a recommendation or take into account the particular investment objectives.

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