UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Transfer Agency and Service Agreement
On November 16, 2023, Grayscale Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Bitcoin Trust (BTC) (the “Trust”), and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”), entered into a Transfer Agency and Service Agreement (the “Transfer Agency and Service Agreement”) engaging BNY Mellon to serve as the transfer agent for the Trust (the “Transfer Agent”). Under the Transfer Agency and Service Agreement, the Transfer Agent will provide the following services to the Trust and the Sponsor: (1) facilitate the issuance and redemption of shares of the Trust; (2) respond to correspondence by Trust shareholders and others relating to its duties; (3) maintain shareholder accounts; and (4) make periodic reports to the Trust.
Although executed as of November 16, 2023, the Transfer Agency and Service Agreement shall not become effective and the services to be provided under the Transfer Agency and Service Agreement shall not be provided until the date on which shares of the Trust begin trading on NYSE Arca as shares of an exchange-traded product (the “Uplisting Date”).
The Trust will indemnify and hold harmless the Transfer Agent, and the Transfer Agent will incur no liability, in connection with the Agreement, or as a result of acting upon any instructions reasonably believed by the Transfer Agent to have been duly authorized by the Trust or upon reasonable reliance of information or records given or made by the Trust; except for any losses caused by the Transfer Agent’s fraud, negligence, or willful misconduct or that of its employees, agents or attorneys-in-fact.
Fees paid to the Transfer Agent are a Sponsor-paid Expense (as defined in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).
BNY Mellon also serves as the administrator for the Trust.
The foregoing description is a summary, does not purport to be a complete description of the Transfer Agency and Service Agreement, and is qualified in its entirety by reference to the Transfer Agency and Service Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Co-Transfer Agency Agreement
On November 16, 2023, the Sponsor and Continental Stock Transfer & Trust Company, a Delaware corporation (“Continental”), entered into a Co-Transfer Agency Agreement (the “Co-Transfer Agency Agreement”) engaging Continental to serve as a co-transfer agent for the Trust (the “Co-Transfer Agent”). The Co-Transfer Agency Agreement sets forth the obligations and responsibilities of the Co-Transfer Agent with respect to transfer agency services for certain Trust shares held in book-entry form prior to the Uplisting Date.
Although executed as of November 16, 2023, the Co-Transfer Agency Agreement shall not become effective and the services to be provided under the Co-Transfer Agency Agreement shall not be provided until the Uplisting Date.
Fees paid to the Co-Transfer Agent are a Sponsor-paid Expense.
The foregoing description is a summary, does not purport to be a complete description of the Co-Transfer Agency Agreement, and is qualified in its entirety by reference to the Co-Transfer Agency Agreement, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
| Item 1.02. | Termination of a Material Definitive Agreement. |
Transfer Agency and Service Agreement
In connection with the entry into the Transfer Agency and Services Agreement with BNY Mellon and the Co-Transfer Agency Agreement with Continental, the Sponsor and Continental agreed to terminate, as of the Uplisting Date, the transfer agency and services agreement, dated September 25, 2013, among the Sponsor, the Trust and Continental, pursuant to which Continental served as transfer agent for the Trust. As a result, effective as of the Uplisting Date, Continental will no longer act as the transfer agent for the Trust but will continue to serve as the Co-Transfer Agent as described above.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit |
Description | |
| 10.1 | Transfer Agency and Service Agreement, dated November 16, 2023, between the Sponsor and the Transfer Agent | |
| 10.2 | Co-Transfer Agency Agreement, dated November 16, 2023, between the Sponsor and the Co-Transfer Agent | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Grayscale Investments, LLC, as Sponsor of Grayscale Bitcoin Trust (BTC) | ||||||
| Date: November 21, 2023 | By: | /s/ Michael Sonnenshein | ||||
| Michael Sonnenshein Chief Executive Officer | ||||||