Current Report Filing (8-k)
March 10 2021 - 09:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
of 1934
March 10, 2021
Date of report (Date of earliest event reported)
Grayscale Bitcoin Trust (BTC)
(Exact name of registrant as specified in its charter)
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Delaware
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000-56121
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46-7019388
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(IRS Employer Identification No.)
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290 Harbor Drive, 4th
Floor
Stamford, Connecticut 06902
(Address of Principal Executive Offices) (Zip Code)
(212) 668-1427
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events.
On March 10, 2021, the board (the “Board”) of Grayscale
Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Bitcoin
Trust (BTC) (the “Trust”), approved the purchase by Digital
Currency Group, Inc. (“DCG”), the parent company of the Sponsor, of
up to $250 million worth of shares of the Trust. Subsequently, DCG
authorized such purchase. DCG plans to use cash on hand to
fund the purchases and will make the purchases on the open market,
at management’s discretion, in compliance with Rule 10b-18 under
the Securities Exchange Act of 1934 (the “Exchange Act”). The share
purchase authorization does not obligate DCG to acquire any
specific number of shares in any period, and may be expanded,
extended, modified, or discontinued at any time. The actual
timing, amount and value of share purchases will depend entirely
upon a number of factors, including the levels of cash available,
price, and prevailing market conditions. DCG will not effect any
purchases while the Trust is engaged in private placement
activities or immediately prior to the commencement of such
activities. Information regarding stock purchases will be available
in the Trust’s periodic reports filed with the Securities and
Exchange Commission on Forms 10-K and 10-Q as required by the
applicable rules of the Exchange Act. A copy of the press release announcing DCG’s plan
to purchase shares of the Trust is attached to this Report as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Date: March 10, 2021
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Grayscale Investments, LLC
as Sponsor of Grayscale Bitcoin Trust (BTC)*
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By:
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/s/ Michael Sonnenshein
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Michael Sonnenshein
Chief Executive Officer
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*
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As the Registrant is a trust, this report is being filed on behalf
of the Registrant by Grayscale Investments, LLC, only in its
capacity as the sponsor of the Registrant. The identified person
signing this report is signing in his capacity as an authorized
officer of Grayscale Investments, LLC.
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