Filed Pursuant To Rule 433

Registration No. 333-275079

October 19, 2023

 


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INVESTMENT SOLUTIONS RESEARCH BLOG COMPANY START INVESTING Invest in your shareof the future Grayscale is the world’s leading crypto asset manager by assets under management. We transform disruptive technologies of the future into investment opportunities today. HOW TO INVESTVIEW ALL PRODUCTS The Latest from Grayscale Bigger is Better: Blockchains as Network Technologies Like many other information technology products, public blockchains can be thought of as networks with corresponding network effects. Transform Tomorrow Transform Tomorrow Transform Tomorrow Transform Tomorrow Transform Tomorrow Transform Tomorrow Transform Tomorrow Public QuotationsPrivate PlacementsETFs Grayscale’s publicly-traded funds give you crypto exposure through your brokerage account. VIEW PUBLIC QUOTATIONS GBTC Grayscale Bitcoin Trust VIEW DETAILS Private placements give accredited investors access to crypto in a familiar investment vehicle. Grayscale Smart Contract Platform Ex-Ethereum Fund VIEW DETAILS Grayscale ETFs offer curated access to crypto and the digital economy. VIEW ETFS ALLRESEARCHBLOG GBTC’s S-3 Filing Explained Grayscale Investments filed with the U.S. Securities and Exchange Commission a registration statement on Form S-3 to register shares of Grayscale Bitcoin Trust under the Securities Act of 1933, as amended. 10/19/2023 DEX Machina: An Introduction to Decentralized Exchanges Decentralized Exchanges (DEXes) seek to address some of the limitations of the traditional order book model while reshaping our understanding of liquidity, pricing, and market participation. 10/17/2023 Bigger is Better: Blockchains as Network Technologies Like many other information technology products, public blockchains can be thought of as networks with corresponding network effects. 10/11/2023 September 2023: Bitcoin Outperforms amidst Global Market Rout Strong fundamentals helped Bitcoin gain slightly in September while many traditional assets suffered significant losses. 10/01/2023 123...18 As the world's largest crypto asset manager, Grayscale leverages its decade of experience to help investors access the ever-evolving digital economy. LEARN MORE 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 www.sec.gov. Alternatively, the Trust or any authorized participant will arrange to send you the prospectus (when available) if you request it by emailing info@grayscale.com or by contacting Grayscale Securities, LLC 290 Harbor Drive, Stamford, CT 06902. Ready to Invest? INVEST NOW Stay on top of the latest crypto news and insights SUBSCRIBE INVEST Crypto Products ETFs COMPANY About Grayscale Press Careers Contact us GBTC Lawsuit RESEARCH Market Commentary Reports Videos & Webinars Explore All RESOURCES Resource Hub Tax Center Regulatory Filings FAQs BLOG General Updates Legal Topics People & Culture Explore All © 2023 Grayscale Investments, LLC. All rights reserved Privacy policyTerms of Service Grayscale Investments, LLC (“Grayscale”) is the parent holding company of Grayscale Advisors, LLC (“GSA”), an SEC-registered investment adviser, as well Grayscale Securities, LLC (“GSS”), an SEC-registered broker/dealer and member of FINRA. Grayscale is not registered as an investment adviser under the Investment Advisers Act of 1940 and none of the investment products sponsored or managed by Grayscale (“Products”) are registered under the Investment Company Act of 1940. Investments managed by GSA are registered under the Investment Company Act of 1940 and subject to the rules and regulations of the Securities Act of 1933 and Investment Advisers Act of 1940. Carefully consider each Product’s investment objectives, risk factors, fees and expenses before investing. This and other information can be found in each Product’s private placement memorandum, which may be obtained from Grayscale and, for each Product that is an SEC reporting company, the SEC’s website, or for each Product that reports under the OTC Markets Alternative Reporting Standards, the OTC Markets website. Reports prepared in accordance with the OTC Markets Alternative Reporting Standards are not prepared in accordance with SEC requirements and may not contain all information that is useful for an informed investment decision. Read these documents carefully before investing. Investments in the Products are speculative investments that involve high degrees of risk, including a partial or total loss of invested funds. Grayscale Products are not suitable for any investor that cannot afford loss of the entire investment. The shares of each Product are intended to reflect the price of the digital asset(s) held by such Product (based on digital asset(s) per share), less such Product’s expenses and other liabilities. Because each Product does not currently operate a redemption program, there can be no assurance that the value of such Product’s shares will reflect the value of the assets held by such Product, less such Product’s expenses and other liabilities, and the shares of such Product, if traded on any secondary market, may trade at a substantial premium over, or a substantial discount to, the value of the assets held by such Product, less such Product’s expenses and other liabilities, and such Product may be unable to meet its investment objective. This information should not be relied upon as research, investment advice, or a recommendation regarding any products, strategies, or any security in particular. This material is strictly for illustrative, educational, or informational purposes and is subject to change. The shares of each Product are not registered under the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (except for Products that are SEC reporting companies), the Investment Company Act of 1940, or any state securities laws. The Products are offered in private placements pursuant to the exemption from registration provided by Rule 506(c) under Regulation D of the Securities Act and are only available to accredited investors. As a result, the shares of each Product are restricted and subject to significant limitations on resales and transfers. Potential investors in any Product should carefully consider the long-term nature of an investment in that Product prior to making an investment decision. The shares of certain Products are also publicly quoted on OTC Markets and shares that have become unrestricted in accordance with the rules and regulations of the SEC may be bought and sold throughout the day through any brokerage account. The Products are distributed by Grayscale Securities, LLC (Member FINRA/SIPC). © 2023 Grayscale Investments, LLC. All rights reserved. The GRAYSCALE and GRAYSCALE INVESTMENTS logos, graphics, icons, trademarks, service marks and headers are registered and unregistered trademarks of Grayscale Investments, LLC in the United States. Prior to October 3, 2022, the Products were distributed by Genesis Global Trading, Inc. (Member FINRA/SIPC, MSRB Registered).

 

 

 

 


 

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 www.sec.gov. Alternatively, the Trust or any authorized participant will arrange to send you the prospectus (when available) if you request it by emailing info@grayscale.com or by contacting Grayscale Securities, 290 Harbor Drive, Stamford, CT 06902.



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