Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 001-41906

Grayscale Bitcoin Trust (BTC)

SPONSORED BY GRAYSCALE INVESTMENTS, LLC

(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.)

c/o Grayscale Investments, LLC

290 Harbor Drive, 4thFloor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

(212) 668-1427

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Grayscale Bitcoin Trust (BTC) Shares	GBTC	NYSE Arca, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

Number of Shares of the registrant outstanding as of October 28, 2024: 277,330,100

Grayscale®Bitcoin Trust (BTC)

Table of Contents

		Page
	Forward-Looking Statements	3
	Industry and Market Data	3
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Statements of Assets and Liabilities at September 30, 2024 and December 31, 2023	4
	Schedules of Investment at September 30, 2024 and December 31, 2023	5
	Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	6
	Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Statement of Cash Flows for the Nine Months Ended September 30,2024	8
	Notes to the Unaudited Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
GLOSSARY OF DEFINED TERMS	33
SIGNATURES	38

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements" with respect to the financial conditions, results of operations, plans, objectives, future performance and business of Grayscale Bitcoin Trust (BTC) (the "Trust"). Statements preceded by, followed by or that include words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this Quarterly Report that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Trust's operations, the plans of Grayscale Investments, LLC (the "Sponsor") and references to the Trust's future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor's expectations and predictions, however, is subject to a number of risks and uncertainties, including, but not limited to, those described in "Part I, Item 1A. Risk Factors" of our Annual Report on Form 10-K and in "Part II, Item 1A. Risk Factors" herein. Forward-looking statements are made based on the Sponsor's beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Investors are therefore cautioned against relying on forward-looking statements.

Unless otherwise stated or the context otherwise requires, the terms "we," "our" and "us" in this Quarterly Report refer to the Sponsor acting on behalf of the Trust.

A glossary of industry and other defined terms is included in this Quarterly Report, beginning on page 33.

INDUSTRY AND MARKET DATA

Although we are responsible for all disclosure contained in this Quarterly Report on Form 10-Q, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the Bitcoin industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings "Forward-Looking Statements", "Part I, Item 1A. Risk Factors" in the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on February 23, 2024 (the "Annual Report"), and "Part II, Item 1A. Risk Factors" in this Quarterly Report on Form 10-Q.

PART I - FINANCIAL INFORMATION:

Item 1. Financial Statements (Unaudited)

GRAYSCALE BITCOIN TRUST (BTC)

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(Amounts in thousands, except Share and per Share amounts)

		September 30, 2024			December 31, 2023
Assets:
Investment in Bitcoin, at fair value (cost $2,865,570and $7,016,906as of September 30, 2024 and December 31, 2023, respectively)		$	14,037,855			$	26,350,470
Total assets		$	14,037,855			$	26,350,470
Liabilities:
Sponsor's Fee payable, related party		$	-			$	-
Total liabilities			-				-
Net assets		$	14,037,855			$	26,350,470
Shares issued and outstanding, no par value (unlimited Shares authorized)			277,810,100				692,370,100
Principal market net asset value per Share		$	50.53			$	38.06

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

SCHEDULES OF INVESTMENT (UNAUDITED)

(Amounts in thousands, except quantity of Bitcoin and percentages)

September 30, 2024
		Quantity of Bitcoin			Cost			Fair Value			% of Net Assets
Investment in Bitcoin			221,191.32658883			$	2,865,570			$	14,037,855				100	%
Total Investment					$	2,865,570			$	14,037,855				100	%
Net assets					$	2,865,570			$	14,037,855				100	%
December 31, 2023
		Quantity of Bitcoin			Cost			Fair Value			% of Net Assets
Investment in Bitcoin			619,525.92917020			$	7,016,906			$	26,350,470				100	%
Net assets					$	7,016,906			$	26,350,470				100	%

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands)

		Three Months Ended September 30,			Nine Months Ended September 30,
		2024			2023			2024			2023
Investment income:
Investment income		$	-			$	-			$	-			$	-
Expenses:
Sponsor's Fee, related party			55,761				88,407				222,644				247,093
Net investment loss			(55,761	)			(88,407	)			(222,644	)			(247,093	)
Net realized and unrealized gain (loss) from:
Net realized gain on investment in Bitcoin sold to pay expenses			43,615				52,764				175,618				140,801
Net realized gain on investment in Bitcoin sold for redemption of Shares			1,350,850				-				16,348,183				-
Net realized gain on investment in Bitcoin sold for Initial Distribution (Return of Capital)(1)			1,410,878				-				1,410,878				-
Net change in unrealized (depreciation) appreciation on investment in Bitcoin			(2,430,044	)			(2,134,266	)			(8,161,279	)			6,472,740
Net realized and unrealized gain (loss) on investment			375,299				(2,081,502	)			9,773,400				6,613,541
Net increase (decrease) in net assets resulting from operations		$	319,538			$	(2,169,909	)		$	9,550,756			$	6,366,448

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(Amounts in thousands, except change in Shares outstanding)

		Three Months Ended September 30,			Nine Months Ended September 30,
		2024			2023			2024			2023
Increase (decrease) in net assets from operations:
Net investment loss		$	(55,761	)		$	(88,407	)		$	(222,644	)		$	(247,093	)
Net realized gain on investment in Bitcoin sold to pay expenses			43,615				52,764				175,618				140,801
Net realized gain on investment in Bitcoin sold for redemption of Shares			1,350,850				-				16,348,183				-
Net realized gain on investment in Bitcoin sold for Initial Distribution (Return of Capital)(1)			1,410,878				-				1,410,878				-
Net change in unrealized (depreciation) appreciation on investment in Bitcoin			(2,430,044	)			(2,134,266	)			(8,161,279	)			6,472,740
Net increase (decrease) in net assets resulting from operations			319,538				(2,169,909	)			9,550,756				6,366,448
Decrease in net assets from capital share transactions:
Shares issued			116,077				-				440,584				-
Shares redeemed			(1,717,011	)			-				(20,547,134	)			-
Return of Capital(1)			(1,756,821	)			-				(1,756,821	)			-
Net decrease in net assets resulting from capital share transactions			(3,357,755	)			-				(21,863,371	)			-
Total (decrease) increase in net assets from operations and capital share transactions			(3,038,217	)			(2,169,909	)			(12,312,615	)			6,366,448
Net assets:
Beginning of period			17,076,072				19,000,620				26,350,470				10,464,263
End of period		$	14,037,855			$	16,830,711			$	14,037,855			$	16,830,711
Change in Shares outstanding:
Shares outstanding at beginning of period			310,510,100				692,370,100				692,370,100				692,370,100
Shares issued			2,180,000				-				7,840,000				-
Shares redeemed			(34,880,000	)			-				(422,400,000	)			-
Net decrease in Shares			(32,700,000	)			-				(414,560,000	)			-
Shares outstanding at end of period			277,810,100				692,370,100				277,810,100				692,370,100

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

		Nine Months Ended September 30, 2024(1)
Cash provided by operating activities
Net increase in net assets resulting from operations		$	9,550,756
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of Bitcoin		$	(440,584	)
Proceeds from Bitcoin sold to pay redemptions and expenses			20,769,778
Net realized (gain) loss(2)			(17,934,679	)
Net decrease in unrealized appreciation on investment in Bitcoin			8,161,279
Change in operating assets and liabilities:
Sponsor's Fee payable			-
Net cash provided by operating activities		$	20,106,550
Cash used in financing activities
Proceeds from issuance of capital shares		$	440,584
Payments for capital shares redeemed			(20,547,134	)
Net cash used in financing activities		$	(20,106,550	)
Cash
Net increase (decrease) in cash		$	-
Cash, beginning of period			-
Cash, end of period		$	-
Supplemental disclosure of noncash operating activities
Transfer of Bitcoin to pay for Sponsor's Fee		$	222,644
Supplemental disclosure of noncash financing activities
Transfer of Bitcoin used for Initial Distribution (Return of Capital)(2)		$	1,756,821

See accompanying notes to the unaudited financial statements.

GRAYSCALE BITCOIN TRUST (BTC)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those set forth under "Part II, Item 1A. Risk Factors" in this Quarterly Report or in "Part I, Item 1A. Risk Factors" and "Forward-Looking Statements" or other sections of our Annual Report on Form 10-K for the year ended December 31, 2023.

Trust Overview

The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds Bitcoins and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Bitcoins. On January 10, 2024, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act of 1934 and the effectiveness of the registration statement on Form S-3, as amended (File No. 333-275079), the Sponsor authorized the commencement of a redemption program. Shares of the Trust began trading on NYSE Arca on January 11, 2024, following the effectiveness of the Trust's registration statement on Form S-3, as amended. The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a "Basket") to certain Authorized Participants from time to time. Baskets are offered in exchange for Bitcoins. Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis. As a passive investment vehicle, the Trust's investment objective is for the value of the Shares (based on Bitcoin per Share) to reflect the value of Bitcoins held by the Trust, determined by reference to the Index Price, less the Trust's expenses and other liabilities. While an investment in the Shares is not a direct investment in Bitcoin, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to Bitcoin. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

Historically, the Trust has not met its investment objective and, prior to their uplisting to NYSE Arca on January 11, 2024, the Shares quoted on OTCQX have not reflected the value of Bitcoin held by the Trust, less the Trust's expenses and other liabilities, but instead have traded at both premiums and discounts to such value, which at times have been substantial, although the Sponsor has observed that the Trust has begun to meet its investment objective more closely following the uplisting of the Shares to NYSE Arca. The Trust is not managed like a business corporation or an active investment vehicle.

The BTC Trust Distribution

On July 31, 2024, the Trust completed its previously announced pro rata distribution of 303,690,100 shares of Grayscale Bitcoin Mini Trust (BTC) (the "BTC Trust") to shareholders of the Trust as of July 30, 2024 (the "Record Date"), as described in the Trust's definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (referred to as the "Initial Distribution"). In connection therewith, on July 31, 2024, the Trust contributed to the BTC Trust an amount of Bitcoin equal to 10% of the total Bitcoin held by the Trust as of the Record Date, equal to 26,935.83753443 Bitcoin, as consideration and in exchange for the issuance of shares of the BTC Trust.

Subject to the limitations and qualifications set forth in the Trust's definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024 (including with respect to the qualification of both the Trust and the BTC Trust as grantor trusts for U.S. federal income tax purposes and the proper allocation of existing tax basis between Shares of the Trust and shares of the BTC Trust), it is expected that neither the Trust nor any beneficial owner of the Shares will recognize any gain or loss for U.S. federal income tax purposes as a result of the Initial Distribution. Accordingly, it is expected that neither the Trust's contribution of Bitcoin to the BTC Trust nor the Trust's distribution of shares in the BTC Trust to shareholders as of 4:00 PM ET on the Record Date will be reported to any beneficial owner of Shares (or to any intermediary holding Shares) as giving rise to income, gain, loss, deduction, credit or proceeds. Any beneficial owner of Shares who received shares of the BTC Trust in the Initial Distribution, and any intermediary holding Shares of the Trust or shares of the BTC Trust, should consult their own tax advisor regarding the U.S. federal income tax consequences of the Initial Distribution, including the proper allocation of existing tax basis between Shares of the Trust and shares of the BTC Trust. Please refer to the Trust's definitive information statement on Schedule 14C, filed with the SEC on July 30, 2024, for more information, including other U.S. federal income tax considerations relating to the Initial Distribution and ownership of shares of the BTC Trust.

Critical Accounting Policies and Estimates

Investment Transactions and Revenue Recognition

The Trust considers investment transactions to be the receipt of Bitcoin for Share creations and the delivery of Bitcoin for Share redemptions or for payment of expenses in Bitcoin. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor's Fee in Bitcoin.

Principal Market and Fair Value Determination

To determine which market is the Trust's principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust's net asset value in accordance with U.S. GAAP ("Principal Market NAV"), the Trust follows Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820-10, Fair Value Measurement, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for Bitcoin in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

The Trust only receives Bitcoin in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as "Trading Platform Markets" in this Quarterly Report), each as defined in the FASB ASC Master Glossary (collectively, "Digital Asset Markets"). In determining which of the eligible Digital Asset Markets is the Trust's principal market, the Trust reviews these criteria in the following order:

The Trust determines its principal market(or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market's trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market's price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust's determination of its principal market.

The cost basis of Bitcoin received in connection with a creation order is recorded by the Trust at the fair value of Bitcoin at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.

Investment Company Considerations

The Trust is an investment company for U.S. GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services-Investment Companies. The Trust uses fair value as its method of accounting for Bitcoin in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. U.S. GAAP requires management to make estimates and

assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.

Review of Financial Results (unaudited)

Financial Highlights for the Three and Nine Months Ended September 30, 2024 and 2023

(All amounts in the following table and the subsequent paragraphs, except Share, per Share, Bitcoin and price of Bitcoin amounts, are in thousands)

		Three Months Ended September 30,			Nine Months Ended September 30,
		2024			2023			2024			2023
Net realized and unrealized gain (loss) on investment in Bitcoin(1)		$	375,299			$	(2,081,502	)		$	9,773,400			$	6,613,541
Net increase (decrease) in net assets resulting from operations		$	319,538			$	(2,169,909	)		$	9,550,756			$	6,366,448
Net assets(2)		$	14,037,855			$	16,830,711			$	14,037,855			$	16,830,711

Net realized and unrealized gain on investment in Bitcoin for the three months ended September 30, 2024 was $375,299, which includes a realized gain of $43,615 on the transfer of Bitcoins to pay the Sponsor's Fee, a realized gain of $1,350,850 on the sale of Bitcoins to meet redemptions, a realized gain of $1,410,878 on the sale of Bitcoin related to the Initial Distribution to Grayscale Bitcoin Mini Trust (BTC), and net change in unrealized depreciation on investment in Bitcoin of ($2,430,044). Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $61,929.29 per Bitcoin as of June 30, 2024 to $63,464.76 per Bitcoin as of September 30, 2024. Net increase in net assets resulting from operations was $319,538 for the three months ended September 30, 2024, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor'sFee of $55,761. Net assets decreased to $14,037,855 at September 30, 2024, an (18%) decrease for the period. The decrease in net assets resulted from the withdrawal of approximately 913 Bitcoin to pay the foregoing Sponsor's Fee, the redemption of approximately 28,572 Bitcoin, with a value of $1,717,011 from the Trust and the Initial Distribution of approximately 26,936 Bitcoin, with a value of $1,756,821 from the Trust to Grayscale Bitcoin Mini Trust (BTC), partially offset by the aforementionedBitcoin price appreciation.

Net realized and unrealized loss on investment in Bitcoin for the three months ended September 30, 2023 was ($2,081,502), which includes a realized gain of $52,764 on the transfer of Bitcoins to pay the Sponsor's Fee and net change in unrealized depreciation on investment in Bitcoin of ($2,134,266). Net realized and unrealized loss on investment in Bitcoin for the period was driven by Bitcoin price depreciation from $30,361.94 per Bitcoin as of June 30, 2023, to $27,030.47 per Bitcoin as of September 30, 2023. Net decrease in net assets resulting from operations was ($2,169,909) for the three months ended September 30, 2023, which consisted of the net realized and unrealized loss on investment in Bitcoin, plus the Sponsor's Fee of $88,407. Net assets decreased to $16,830,711 at September 30, 2023, a (11%) decrease for the period. The decrease in net assets resulted from the aforementioned Bitcoin price depreciation and by the withdrawal of approximately 3,147 Bitcoin to pay the foregoing Sponsor's Fee.

Net realized and unrealized gain on investment in Bitcoin for the nine months ended September 30, 2024 was $9,773,400, which includes a realized gain of $175,618 on the transfer of Bitcoins to pay the Sponsor's Fee, a realized gain of $16,348,183 on the sale of Bitcoins to meet redemptions, a realized gain of $1,410,878 on the sale of Bitcoin related to the Initial Distribution to Grayscale Bitcoin Mini Trust (BTC), and net change in unrealized depreciation on investment in Bitcoin of ($8,161,279). Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $42,533.28 per Bitcoin as of December 31, 2023 to $63,464.76 per Bitcoin as of September 30, 2024. Net increase in net assets resulting from operations was $9,550,756 for the nine months ended September 30, 2024, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor's Fee of $222,644. Net assets decreased to $14,037,855 at September 30, 2024, a (47%) decrease for the period. The decrease in net assets resulted from the withdrawal of approximately 3,854 Bitcoin to pay the foregoing Sponsor's Fee and the redemption of approximately 374,462 Bitcoin, with a value of $20,547,134 from the Trust, the Initial Distribution of approximately 26,936 Bitcoin, with a value of $1,756,821 from the Trust to Grayscale Bitcoin Mini Trust (BTC), partially offset by the aforementioned price appreciation.

Net realized and unrealized gain on investment in Bitcoin for the nine months ended September 30, 2023 was $6,613,541, which

includes a realized gain of $140,801 on the transfer of Bitcoins to pay the Sponsor's Fee and net change in unrealized appreciation on investment in Bitcoin of $6,472,740. Net realized and unrealized gain on investment in Bitcoin for the period was driven by Bitcoin price appreciation from $16,556.29 per Bitcoin as of December 31, 2022, to $27,030.47 per Bitcoin as of September 30, 2023. Net increase in net assets resulting from operations was $6,366,448 for the nine months ended September 30, 2023, which consisted of the net realized and unrealized gain on investment in Bitcoin, less the Sponsor's Fee of $247,093. Net assets increased to $16,830,711 at September 30, 2023, a 61% increase for the period. The increase in net assets resulted from the aforementioned Bitcoin price appreciation, partially offset by the withdrawal of approximately 9,385 Bitcoin to pay the foregoing Sponsor's Fee.

Cash Resources and Liquidity

The Trust only receives and holds cash in order to facilitate creations and redemptions pursuant to Cash Orders, and has not otherwise had or maintained a cash balance at any time since inception. When selling Bitcoins in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact amount of Bitcoins needed to pay expenses in order to minimize the Trust's holdings of assets other than Bitcoin. In addition, upon the consummation or deemed failure of a Cash Order to create or redeem Baskets, the Trust will promptly return any excess cash it continues to hold with respect to such Cash Order to the applicable counterparty. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Trust is not a party to any off-balance sheet arrangements.

In exchange for the Sponsor's Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the periods covered by this Quarterly Report was the Sponsor's Fee. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.

Selected Operating Data

		Three Months Ended September 30,			Nine Months Ended September 30,
		2024			2023			2024			2023
(All Bitcoin balances are rounded to the nearest whole Bitcoin)
Bitcoins:
Opening balance			275,735				625,804				619,526				632,042
Creations			1,877				-				6,917				-
Redemptions			(28,572	)			-				(374,462	)			-
Initial Distribution (Return of Capital)(1)			(26,936	)			-				(26,936	)			-
Sponsor's Fee, related party			(913	)			(3,147	)			(3,854	)			(9,385	)
Closing balance			221,191				622,657				221,191				622,657
Accrued but unpaid Sponsor's Fee, related party			-				-				-				-
Net closing balance			221,191				622,657				221,191				622,657
Number of Shares:
Opening balance			310,510,100				692,370,100				692,370,100				692,370,100
Creations			2,180,000				-				7,840,000				-
Redemptions			(34,880,000	)			-				(422,400,000	)			-
Closing balance			277,810,100				692,370,100				277,810,100				692,370,100

		As of September 30,
		2024			2023
Price of Bitcoin on principal market(2)		$	63,464.76			$	27,030.47
Principal Market NAV per Share(3)		$	50.53			$	24.31
Index Price(4)		$	63,430.51			$	27,030.61
NAV per Share(4)		$	50.50			$	24.31

For accounting purposes prior to January 10, 2024, the Trust reflected creations and the Bitcoins receivable for proceeds with respect to such creations on the date of receipt of a notification of a creation but did not issue Shares until the requisite amount of Bitcoins for proceeds was received. On January 10, 2024, in connection with the approval of application under Rule 19b-4 of the Securities Exchange Act of 1934, as amended, the Sponsor authorized the commencement of a redemption program. Effective January 11, 2024, the date on which the Shares of the Trust began trading on NYSE Arca, the Trust reflects creations and redemptions and the Bitcoins for proceeds receivable or payable with respect to such creations and redemptions, respectively, on the business day following the receipt of a notification of a creation or redemption order by an Authorized Participant. Creation and redemption orders are settled on T+1 or T+2, as established at the time of order placement, and therefore the Bitcoins for proceeds receivable or payable with respect to such creations and redemptions, respectively, are recorded as a receivable or payable until the Bitcoins are delivered or removed from the Trust for settlement.

As of September 30, 2024, the Trust had a net closing balance of 221,191.32658883Bitcoins with a value of $14,030,278,653 based on the Index Price of $63,430.51 on September 30, 2024 (non-GAAP methodology). As of September 30, 2024, the total market value of the Trust's Bitcoin was $14,037,854,456based on the price of a Bitcoin in the principal market (Coinbase) of $63,464.76 on September 30, 2024.

As of September 30, 2023, the Trust had a net closing balance of 622,656.98992690Bitcoins with a value of $16,830,798,258based on the Index Price of $27,030.61 on September 30, 2023 (non-GAAP methodology). As of September 30, 2023, the total market value of the Trust's Bitcoin was $16,830,711,087, based on the price of a Bitcoin in the principal market (Coinbase) of $27,030.47on September 30, 2023.

Historical NAV and Bitcoin Prices

As movements in the price of Bitcoin will directly affect the price of the Shares, investors should understand recent movements in the price of Bitcoin. Investors, however, should also be aware that past movements in the Bitcoin price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.

The Trust's performance prior to January 11, 2024 is based on market-determined prices on the OTCQX marketplace and on the Trust's performance without an ongoing share creation and redemption program. Prior to January 11, 2024, the Trust's Shares traded at both premiums and discounts to the value of the Trust's assets, less its expenses and other liabilities, which at times were substantial, in part due to the lack of an ongoing redemption program. Effective as of January 11, 2024, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca. Hence, the Trust's performance for periods prior to January 11, 2024 is not directly comparable to, and should not be used to make conclusions in conjunction with, the Trust's performance for periods subsequent to January 11, 2024.

The following chart illustrates the movement in the Trust's NAV per Share (as adjusted for the Share Split for periods prior to January 26, 2018) versus the Index Price and the Trust's Principal Market NAV per Share (as adjusted for the Share Split for periods prior to January 26, 2018) from September 25, 2013 (date of the first Creation Basket of the Trust) to September 30, 2024. For more information on the determination of the Trust's NAV, see "Item 1. Business-Overview of the Bitcoin Industry and Market-Bitcoin Value-The Index and the Index Price" in the Trust's Annual Report on Form 10-K.

The following table illustrates the movements in the Index Price from October 1, 2019 to September 30, 2024. During such period, the Index Price has ranged from $4,941.00 to $73,462.59, with the straight average being $32,497.97 through September 30, 2024. The Sponsor has not observed a material difference between the Index Price and average prices from the constituent Digital Asset Trading Platforms individually or as a group.

					High		Low
Period		Average			Index Price			Date		Index Price			Date		End of period			Last business day
Twelve months ended September 30, 2020		$	8,882.82			$	12,344.33			8/17/2020		$	4,941.00			3/16/2020		$	10,714.86			$	10,714.86
Twelve months ended September 30, 2021		$	37,557.27			$	63,472.70			4/15/2021		$	10,520.62			10/2/2020		$	43,578.00			$	43,578.00
Twelve months ended September 30, 2022		$	37,742.31			$	67,352.59			11/9/2021		$	18,034.01			6/18/2022		$	19,491.57			$	19,491.57
Twelve months ended September 30, 2023		$	24,254.33			$	31,664.24			7/13/2023		$	15,768.02			11/21/2022		$	27,030.61			$	26,921.10
Twelve months ended September 30, 2024		$	54,058.73			$	73,462.59			3/13/2024		$	26,706.07			10/12/2023		$	63,430.51			$	63,430.51
October 1, 2019 to September 30, 2024		$	32,497.97			$	73,462.59			3/13/2024		$	4,941.00			3/16/2020		$	63,430.51			$	63,430.51

The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Trust's principal market, from October 1, 2019 to September 30, 2024. During such period, the price of Bitcoin has ranged from $4,950.39 to $73,517.19, with the straight average being $32,497.95 through September 30, 2024.

					High		Low
Period		Average			Digital Asset Market Price			Date		Digital Asset Market Price			Date		End of period			Last business day
Twelve months ended September 30, 2020		$	8,882.90			$	12,342.86			8/17/2020		$	4,950.39			3/16/2020		$	10,708.57			$	10,708.57
Twelve months ended September 30, 2021		$	37,558.18			$	63,466.92			4/15/2021		$	10,515.13			10/2/2020		$	43,529.16			$	43,529.16
Twelve months ended September 30, 2022		$	37,741.26			$	67,371.70			11/9/2021		$	18,026.58			6/18/2022		$	19,480.51			$	19,480.51
Twelve months ended September 30, 2023		$	24,255.42			$	31,674.08			7/13/2023		$	15,766.93			11/21/2022		$	27,030.47			$	26,922.47
Twelve months ended September 30, 2024		$	54,057.60			$	73,517.19			3/13/2024		$	26,698.00			10/12/2023		$	63,464.76			$	63,464.76
October 1, 2019 to September 30, 2024		$	32,497.95			$	73,517.19			3/13/2024		$	4,950.39			3/16/2020		$	63,464.76			$	63,464.76

The Trust's performance prior to January 11, 2024 is based on market-determined prices on the OTCQX marketplace and on the Trust's performance without an ongoing share creation and redemption program. Prior to January 11, 2024, the Trust's Shares traded at both premiums and discounts to the value of the Trust's assets, less its expenses and other liabilities, which at times were substantial, in part due to the lack of an ongoing redemption program. Effective as of January 11, 2024, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca. Hence, the Trust's performance for periods prior to January 11, 2024 are not directly comparable to, and should not be used to make conclusions in conjunction with, the Trust's performance for periods subsequent to January 11, 2024.

The following chart sets out the historical closing prices for the Shares as reported by OTCQX and the Trust's NAV per Share from May 4, 2015 to January 10, 2024.

GBTC Premium/(Discount): GBTC Share Price vs. NAV per Share (Non-GAAP) ($)

The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca from January 11, 2024 to September 30, 2024 and the Trust's NAV per Share from January 11, 2024 to September 30, 2024.

GBTC Premium/(Discount): GBTC Share Price vs. NAV per Share (Non-GAAP) ($)

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by OTCQX and the Trust's NAV per Share from May 4, 2015 to January 10, 2024.

GBTC Premium/(Discount): GBTC Share Price vs. NAV per Share (Non-GAAP) (%)

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca from January 11, 2024 to September 30, 2024 divided by the Trust's NAV per Share from January 11, 2024 to September 30, 2024.

GBTC Premium/(Discount): GBTC Share Price vs. NAV per Share (Non-GAAP) (%)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Trust Agreement does not authorize the Trust to borrow for payment of the Trust's ordinary expenses. The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk. The Trust does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments.

Item 4. Controls and Procedures

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor, and to the audit committee of the board of directors of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust's disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that the Trust'sdisclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There was no change in the Trust's internal controls over financial reporting that occurred during the Trust's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, these internal controls.

PART II - OTHER INFORMATION:

Item 1. Legal Proceedings

On January 30, 2023, Osprey Funds, LLC ("Osprey") filed a suit in Connecticut Superior Court against the Sponsor alleging that statements the Sponsor made in its advertising and promotion of the Trust violated the Connecticut Unfair Trade Practices Act, and seeking statutory damages and injunctive relief. On April 17, 2023, the Sponsor filed a motion to dismiss the complaint and, following briefing, a hearing on the motion to dismiss was held on June 26, 2023. On October 23, 2023, the Court denied the Sponsor's motion to dismiss. On November 6, 2023, the Sponsor filed a motion for reargument of the Court's order denying the Sponsor's motion to dismiss. On November 16, 2023, Osprey filed an opposition to the Sponsor's motion for reargument, and on November 30, 2023, the Sponsor filed a reply in further support of its motion for reargument. On March 11, 2024, the Court denied the Sponsor's motion for reargument. On March 25, 2024, the Sponsor filed an application for interlocutory appeal. On March 28, 2024 Osprey filed an opposition to the Sponsor's application for interlocutory appeal. On April 1, 2024, the Court denied the Sponsor's application for interlocutory appeal. On April 10, 2024, Osprey filed a motion to amend the complaint. The amended complaint went into effect on April 25, 2024. A scheduling order was entered by the Court with trial scheduled to begin on July 15, 2025. On July 31, 2024, the Sponsor filed a motion to strike the amended complaint. On August 30, 2024, Osprey filed an opposition to the Sponsor's motion to strike the amended complaint. On October 11, 2024, the Court denied the Sponsor's motion to strike. The Sponsor and the Trust believe this lawsuit is without merit and intend to vigorously defend against it.

As of the date of this Quarterly Report, the Sponsor does not expect the foregoing proceedings to have a material adverse effect on the Trust's business, financial condition or results of operations.

The Sponsor and/or the Trust may be subject to additional legal proceedings and disputes in the future.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors last reported under "Part I, Item 1A. Risk Factors" of the registrant's Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of equity securities by the issuer and affiliated purchasers -The table below sets forth information regarding open market purchases of Shares of Grayscale Bitcoin Trust (BTC) (NYSE Arca: GBTC) by Digital Currency Group, Inc. ("DCG"), the indirect parent company of the Sponsor, on a monthly basis during the three months ended September 30, 2024:

Period		(a) Total Number of Shares of GBTC Purchased			(b) Average Price Paid per Share of GBTC			(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾			(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
											(in millions)
July 1, 2024 - July 31, 2024			-			$	-				-			$	428.2
August 1, 2024 - August 31, 2024			-				-				-				428.2
September 1, 2024 - September 30, 2024			-				-				-				428.2
Total			-			$	-				-			$	428.2

Although the Trust does not purchase Shares directly from its shareholders, in connection with its redemption of Baskets, the Trust redeemed 3,488 Baskets (34,880,000 Shares) during the quarter ended September 30, 2024:

Period		Total Number of Shares of GBTC Redeemed			Average Price Paid per Share of GBTC(1)
July 1, 2024 - July 31, 2024			9,760,000			$	54.70
August 1, 2024 - August 31, 2024			17,720,000				47.31
September 1, 2024 - September 30, 2024			7,400,000				46.59
Total			34,880,000			$	55.23

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

The Sponsor may make payments to certain financial intermediaries or broker-dealers for certain services relating to the Trust, including in respect of marketing/sales support and data services. Fees under such arrangements are generally expected to be calculated based on a percentage of the aggregate value of Shares of the Trust held by clients through such financial intermediary or broker-dealer, in an amount up to 1.5% of the aggregate value of such Shares on an annual basis. Depending on the financial arrangement in place at any particular time, a broker-dealer, financial intermediary or other financial advisor may have a conflict of interest or financial incentive for recommending Shares of the Trust over other investments. Shareholders should consult their respective broker-dealer or financial intermediary with respect to any arrangements it may have with the Sponsor or any of its affiliates. The Sponsor may make payments with respect to the Trust in larger amounts or on a different basis from that described above when dealing with certain financial intermediaries. Any such amounts are paid by the Sponsor from its own resources and not from the assets of the Trust.

Item 6. Exhibits

Exhibit Number	Exhibit Description
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
31.2	Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
32.2	Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
104	Cover Page Interactive Data File-The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

*	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

GLOSSARY OF DEFINED TERMS

"Actual Exchange Rate"-With respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S. dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses, through use of the Sponsor's commercially reasonable efforts to obtain the highest such price.

"Additional Trust Expenses"-Together, any expenses incurred by the Trust in addition to the Sponsor's Fee that are not Sponsor-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, (iii) any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses)to the extent exceeding $600,000 in any given fiscal year and (v) extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

"Administrator"-The Bank of New York Mellon, a New York corporation authorized to conduct banking business.

"Administrator Fee"-The fee payable to any administrator of the Trust for services it provides to the Trust, which the Sponsor will pay such administrator as a Sponsor-paid Expense.

"AP Designee"-An Authorized Participant's designee in connection with In-Kind Orders (to the extent In-Kind Regulatory Approval is obtained).

"Authorized Participant"-Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation or redemption of Shares. Each Authorized Participant (i) is a registered broker-dealer and (ii) has entered into a Participant Agreement with the Sponsor and the Transfer Agent. Subject to In-Kind Regulatory Approval, in the future any Authorized Participants creating and redeeming Shares through In-Kind Orders must also own, or their AP Designee (as defined above) must own, a Bitcoin wallet address that is known to the Custodian as belonging to the Authorized Participant or its AP Designee and maintain an account with the Custodian.

"Basket"-A block of 10,000 Shares.

"Basket Amount"-On any trade date, the amount of Bitcoins required as of such trade date for the creation or redemption of a Basket, as determined by dividing (x) the amount of Bitcoins owned by the Trust at 4:00 p.m., New York time, on such trade date, after deducting the amount of Bitcoins representing the U.S. dollar value of accrued but unpaid fees and expenses of the Trust (converted using the Index Price at such time, carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one Bitcoin (i.e., carried to the eighth decimal place)), and multiplying such quotient by 10,000.

"Basket NAV"-The U.S. dollar value of a Basket calculated by multiplying the Basket Amount by the Index Price as of the trade date.

"Bitcoin"-A type of digital asset based on an open-source cryptographic protocol existing on the Bitcoin Network, comprising units that constitute the assets underlying the Trust's Shares.

"Bitcoin Network"-The online, end-user-to-end-user network hosting the public transaction ledger, known as the Blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Bitcoin Network. See "Item 1. Business-Overview of the Bitcoin Industry and Market" in our Annual Report.

"Blockchain" or "Bitcoin Blockchain"-The public transaction ledger of the Bitcoin Network on which transactions in Bitcoin are recorded.

"BTC Trust"-Grayscale Bitcoin Mini Trust (BTC).

"Cash Order"-An order for the creation or redemption of Shares pursuant to procedures facilitated by the Transfer Agent and pursuant to which a Liquidity Provider is engaged to facilitate the purchase or sale of Bitcoin.

"Coinbase Credit"-Coinbase Credit, Inc.

"Creation Basket"-Basket of Shares issued by the Trust in exchange for deposits of the Basket Amount required for each such Creation Basket.

"Custodial and Prime Broker Services"-The services of the Custodian and the Prime Broker that provide for: (i) holding of the Trust's Bitcoin in the Vault Balance and the Settlement Balance; (ii) transfer of the Trust's Bitcoin between the relevant Vault Balance and the Settlement Balance; (iii) the deposit of Bitcoin from a public blockchain address into the respective account or accounts in which the Vault Balance or the Settlement Balance are maintained; and (iv) the withdrawal of Bitcoin from the Vault Balance to a public blockchain address the Trust controls.

"Custodian"-Coinbase Custody Trust Company, LLC.

"Custodian Fee"-Fee payable to the Custodian and the Prime Broker for services they provide to the Trust, which the Sponsor shall pay to the Custodian as a Sponsor-paid Expense.

"DCG"-Digital Currency Group, Inc.

"Digital Asset Market"-A "Brokered Market," "Dealer Market," "Principal-to-Principal Market" or "Exchange Market" (referred to as "Trading Platform Market" in this Quarterly Report), as each such term is defined in the Financial Accounting Standards Board Accounting Standards Codification Master Glossary.

"Digital Asset Trading Platform"-An electronic marketplace where trading platform participants may trade, buy and sell Bitcoins based on bid-ask trading. The largest Digital Asset Trading Platforms are online and typically trade on a 24-hour basis, publishing transaction price and volume data.

"Digital Asset Trading Platform Market"-The global trading platform market for the trading of Bitcoins, which consists of transactions on electronic Digital Asset Trading Platforms.

"Distribution Date"-July 31, 2024, the distribution date of shares of the BTC Trust to the Trust's shareholders in the Initial Distribution.

"DSTA"-The Delaware Statutory Trust Act, as amended.

"Exchange Act"-The Securities Exchange Act of 1934, as amended.

"FINRA"-The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers, including Authorized Participants.

"Genesis"-Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc., which served as a Liquidity Provider from October 3, 2022 to September 12, 2023.

"Grayscale Securities"-Grayscale Securities, LLC, a wholly owned subsidiary of the Sponsor, which served as the Authorized Participant from October 3, 2022 through January 10, 2024.

"Incidental Rights"-Rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust's ownership of Bitcoins and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust.

"Index"-The CoinDesk Bitcoin Price Index (XBX).

"Index License Agreement"-The license agreement, dated as of February 1, 2022, between the Index Provider and the Sponsor governing the Sponsor's use of the Index for calculation of the Index Price, as amended by Amendment No. 1 thereto and as the same may be amended from time to time.

"Index Price"-The U.S. dollar value of a Bitcoin derived from the Digital Asset Trading Platforms that are reflected in the Index, calculated at 4:00 p.m., New York time, on each business day. See "Item 1. Business-Overview of the Bitcoin Industry and Market-Bitcoin Value-The Index and the Index Price" in our Annual Report for a description of how the Index Price is calculated.

For purposes of the Trust Agreement, the term Bitcoin Index Price shall mean the Index Price as defined herein.

"Index Provider"-CoinDesk Indices, Inc., a Delaware corporation that publishes the Index. Prior to its sale to an unaffiliated third party on November 20, 2023, DCG was the indirect parent company of CoinDesk Indices, Inc. As a result, CoinDesk Indices, Inc. was an affiliate of the Sponsor and the Trust and was considered a related party of the Trust.

"Initial Distribution"-The contribution by the Trust of 26,935.83753443 Bitcoin to the BTC Trust, in exchange for 303,690,100 newly created shares of the BTC Trust, which were distributed on the Distribution Date to the Trust's shareholders as of the Record Date, pro rata based on a 1:1 ratio.

"Investment Company Act"-Investment Company Act of 1940, as amended.

"In-Kind Order"-An order for the creation or redemption of Shares pursuant to which the Authorized Participant (or its AP Designee) will deliver or receive Bitcoin directly from the Trust's Vault Balance. Because In-Kind Regulatory Approval has not been obtained, at this time Shares will not be created or redeemed through In-Kind Orders.

"In-Kind Regulatory Approval"-The necessary regulatory approval to permit NYSE Arca to list the Shares of the Trust utilizing a structure that allows the Trust to create and redeem Shares via in-kind transactions with Authorized Participants or their AP Designees in exchange for Bitcoin. In common with other spot Bitcoin exchange-traded products, the Trust is not at this time able to create and redeem shares via in-kind transactions with Authorized Participants, and there has yet to be definitive regulatory guidance on whether and how registered broker-dealers can hold and deal in Bitcoin in compliance with the federal securities laws. To the extent further regulatory clarity emerges, the Sponsor expects NYSE Arca to seek the necessary regulatory approval to amend its listing rules to permit the Trust to create and redeem Shares through In-Kind Orders. There can be no assurance as to when such regulatory clarity will emerge, or when NYSE Arca will seek or obtain such regulatory approval, if at all.

"IR Virtual Currency"-Any virtual currency tokens, or other asset or right, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

"Liquidity Engager"-Grayscale Investments, LLC, acting other than in its capacity as Sponsor, and in its capacity to engage one or more Liquidity Providers.

"Liquidity Provider"-One or more eligible companies that facilitate the purchase and sale of Bitcoins in connection with creations or redemptions pursuant to Cash Orders. The Liquidity Providers with which Grayscale Investments, LLC, acting in its capacity as the Liquidity Engager, will engage in Bitcoin transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant, and all transactions will be done on an arms-length basis. Except for the contractual relationships between each Liquidity Provider and Grayscale Investments, LLC in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant.

"Marketing Agent"-Foreside Fund Services, LLC.

"Marketing Fee"-Fee payable to the marketer for services it provides to the Trust, which the Sponsor will pay to the marketer as a Sponsor-paid Expense.

"NAV"-The aggregate value, expressed in U.S. dollars, of the Trust's assets (other than U.S. dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), a Non-GAAP metric, calculated in the manner set forth under "Item 1. Business-Valuation of Bitcoin and Determination of NAV" in our Annual Report. See also "Item 1. Business-Investment Objective" in our Annual Report for a description of the Trust's Principal Market NAV, as calculated in accordance with U.S. GAAP. Prior to December 26, 2023, NAV was referred to as Digital Asset Holdings. For purposes of the Trust Agreement, the term Bitcoin Holdings shall mean the NAV as defined herein.

"NAV Fee Basis Amount"-The amount on which the Sponsor's Fee for the Trust is based, as calculated in the manner set forth under "Item 1. Business-Valuation of Bitcoin and Determination of NAV" in our Annual Report. For purposes of the Trust Agreement, the term Bitcoin Holdings Basis Amount shall mean the NAV Fee Basis Amount as defined herein.

"NYSE Arca"-NYSE Arca, Inc.

"OTCQX"-The OTCQX Best Market®of OTC Markets Group Inc.

"Participant Agreement"-An agreement entered into by an Authorized Participant with the Sponsor and the Transfer Agent that provides the procedures for the creation and redemption of Baskets via a Liquidity Provider.

"Prime Broker"-Coinbase, Inc.

"Prime Broker Agreement"-The Prime Broker Agreement, dated as of December 29, 2023, by and among the Trust, the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit, that governs the Trust's and the Sponsor's use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker.

"Principal Market NAV"-The net asset value of the Trust determined on a U.S. GAAP basis. Prior to December 26, 2023, Principal Market NAV was referred to as NAV.

"Record Date"-July 30, 2024, the record date for the Initial Distribution.

"Redemption Basket"-Basket of Shares redeemed by the Trust upon distribution or disposition of the Basket Amount required for each such Redemption Basket.

"SEC"-The U.S. Securities and Exchange Commission.

"Secondary Market"-Any marketplace or other alternative trading system, as determined by the Sponsor, on which the Shares may then be listed, quoted or traded, including but not limited to, the OTCQX Best Market®of the OTC Markets Group Inc.

"Securities Act"-The Securities Act of 1933, as amended.

"Settlement Balance"-An account controlled and maintained by the Custodian to which cash and digital assets of the Trust are credited on the Trust's behalf.

"Shares"-Common units of fractional undivided beneficial interest in, and ownership of, the Trust.

"Share Split"-A 91-for-1 Share split of the Trust's issued and outstanding Shares, which was effected on January 26, 2018 to shareholders of record as of the close of business on January 22, 2018.

"Sponsor"-Grayscale Investments, LLC.

"Sponsor-paid Expenses"-The fees and expenses incurred by the Trust in the ordinary course of its affairs that the Sponsor is obligated to assume and pay, excluding taxes, but including: (i) the Marketing Fee, (ii) the Administrator Fee, (iii) the Custodian Fee and fees for any other security vendor engaged by the Trust, (iv) the Transfer Agent Fee, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an amount up to $600,000 in any given fiscal year, (vii) ordinary course, legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust's website and (xii) applicable license fees, provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense.

"Sponsor's Fee"-A fee, payable in Bitcoins, which accrues daily in U.S. dollars at an annual rate of 1.5% of the NAV Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for a day that is not a business day, the calculation of the Sponsor's Fee will be based on the NAV Fee Basis Amount from the most recent business day, reduced by the accrued and unpaid Sponsor's Fee for such most recent business day and for each day after such most recent business day and prior to the relevant calculation date.

"Transfer Agent"-The Bank of New York Mellon, a New York corporation authorized to conduct banking business.

"Transfer Agent Fee"-Fee payable to the Transfer Agent for services it provides to the Trust, which the Sponsor will pay to the Transfer Agent as a Sponsor-paid Expense.

"Trust"-Grayscale Bitcoin Trust (BTC), a Delaware statutory trust, formed on September 13, 2013 under the DSTA and pursuant to the Trust Agreement.

"Trust Agreement"-The Seventh Amended and Restated Declaration of Trust and Trust Agreement between the Trustee and the Sponsor establishing and governing the operations of the Trust, as amended by Amendment No. 1 and No. 2 thereto and as the same may be amended from time to time.

"Trustee"-CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company, is the Delaware trustee of the Trust.

"Uplisting Date"-January 11, 2024.

"U.S."-United States.

"U.S. dollar" or "$"-United States dollar or dollars.

"U.S. GAAP"-United States generally accepted accounting principles.

"Vault Balance"-A segregated custody account controlled and secured by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust's Bitcoins on the Trust's behalf.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.

		Grayscale Investments, LLC as Sponsor of Grayscale Bitcoin Trust (BTC)
		By:	/s/ Peter Mintzberg
			Name:	Peter Mintzberg
			Title:	Member of the Board of Directors and Chief Executive Officer (Principal Executive Officer)*
		By:	/s/ Edward McGee
			Name:	Edward McGee
			Title:	Member of the Board of Directors and Chief Financial Officer (Principal Financial and Accounting Officer)*

Date: November 1, 2024

* The Registrant is a trust and the persons are signing in their capacities as officers or directors of Grayscale Investments, LLC the Sponsor of the Registrant.

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