BTC 8-K
Grayscale Bitcoin Mini Trust ETF (BTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
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:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 November 19, 2024, Grayscale Investments, LLC (the “Sponsor”) effected a previously-announced reverse share split of Grayscale Bitcoin Mini Trust ETF’s (the “Trust”) shares, at a ratio of 1-for-5 (the “Reverse Share Split”), effective as of 5:00 p.m. Eastern Time (the “Effective Time”).
At the Effective Time, every 5 (five) shares of the Trust’s existing shares automatically converted into 1 (one) share. As a result of the Reverse Share Split, a shareholder could hold a fractional share. Any fractional shares that were created as a result of the Reverse Share Split may either, at the discretion of such shareholder’s Depository Trust Company (“DTC”) participant, (i) be tracked by such DTC participant on its internal ledgers or (ii) be aggregated and sold after determination of the number of fractional shares that would be created as a result of the Reverse Share Split, and shareholders will receive the net cash proceeds of such sale in proportion to the fractional shares sold that would otherwise be held by such shareholder as a result of the Reverse Share Split. Fractional shares cannot trade on NYSE Arca, Inc. (“NYSE Arca”).
Following the Reverse Share Split, as of November 20, 2024, the shares continue to trade on NYSE Arca under the symbol “BTC.” The Reverse Share Split increased the price per share of the Trust to five times the net asset value of a share prior to the Reverse Share Split, with a proportionate decrease in the number of shares outstanding (excluding fractional shares). The new CUSIP number for the shares following the Reverse Share Split is 389930 207.
The press release regarding the Reverse Share Split is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit No. |
|
Description |
99.1 |
|
|
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 |
|
|
|
|
Date: |
November 20, 2024 |
By: |
/s/ Edward McGee |
|
|
|
Name: Edward McGee |
* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments, LLC, the Sponsor of the Registrant.
Exhibit 99.1
Grayscale Investments® Announces Completion of Reverse Share Splits for Grayscale® Bitcoin Mini Trust ETF (Ticker: BTC) and Grayscale® Ethereum Mini Trust ETF (Ticker: ETH)
STAMFORD, Conn., November 19, 2024 -- Grayscale Investments® (“Grayscale”), an asset management firm with over a decade of expertise in crypto investing, offering more than 25 crypto investment products, today announced the completion of the previously announced reverse share splits of Grayscale® Bitcoin Mini Trust ETF (NYSE Arca: BTC) and Grayscale® Ethereum Mini Trust ETF (NYSE Arca: ETH). The reverse share split for BTC and ETH became effective as of 5:00 pm Eastern Time on November 19, 2024 (the “Effective Time”).
At the Effective Time, the reverse share split increased the price per share of BTC to five times the net asset value of a share prior to the reverse share split, with a proportionate decrease in the number of shares outstanding (excluding fractional shares). The reverse share split increased the price per share of ETH to 10 times the net asset value of a share prior to the reverse share split, with a proportionate decrease in the number of shares outstanding (excluding fractional shares).
Illustration of Reverse Split
The following table shows the effect of a hypothetical 1:5 reverse split:
Period |
Number of Shares Owned |
Hypothetical NAV per Share |
Value of Shares |
Pre-Split |
500 |
$2 |
$1,000 |
Post-Split |
100 |
$10 |
$1,000 |
For illustrative purposes only
The following table shows the effect of a hypothetical 1:10 reverse split:
Period |
Number of Shares Owned |
Hypothetical NAV per Share |
Value of Shares |
Pre-Split |
1,000 |
$1 |
$1,000 |
Post-Split |
100 |
$10 |
$1,000 |
For illustrative purposes only
Grayscale Bitcoin Mini Trust ETF and Grayscale Ethereum Mini Trust ETF (collectively the “Funds”) are not registered under the Investment Company Act of 1940 (the “1940 Act”) and therefore are not subject to the same regulations and protections as 1940 Act registered ETFs and mutual funds.
1
Exhibit 99.1
As a result of the reverse share splits, a shareholder of the Funds’ shares could hold fractional shares. Any fractional shares that were created as a result of the reverse share splits may either, at the discretion of such shareholder’s Depository Trust Company (“DTC”) participant, (i) be tracked by such DTC participant on its internal ledgers or (ii) be aggregated and sold after determination of the number of fractional shares that would be created as a result of the reverse share split, and shareholders will receive the net cash proceeds of such sale in proportion to the fractional shares sold that would otherwise be held by such shareholder as a result of such reverse share split. Fractional shares cannot trade on NYSE Arca.
The new CUSIP number for the BTC shares following the reverse share split is 389930 207. The new CUSIP number for the ETH shares following the reverse share split is 38964R 203.
Following the reverse share splits, as of November 20, 2024, the shares will continue to trade on NYSE Arca under the symbols “BTC” and “ETH,” respectively.
Important Disclosures
Please read the Funds’ prospectuses carefully before investing in the Funds. Foreside Fund Services, LLC is the Marketing Agent for the Funds.
Digital assets are not suitable for an investor that cannot afford the loss of the entire investment. An investment in the Funds is not a direct investment in Bitcoin or Ether. The Funds are subject to significant risk and heightened volatility. The Funds are not suitable for all investors and an investor may lose all their money.
About Grayscale Investments®
Grayscale enables investors to access the digital economy through a family of future-forward investment products. Founded in 2013, Grayscale has a proven track record and deep expertise as the world’s largest crypto asset manager. Investors, advisors, and allocators turn to Grayscale for single asset, diversified, and thematic exposure.
Media Contact
Jennifer Rosenthal
[email protected]
Client Contact
866-775-0313
[email protected]
2