Grayscale files S-1 form to launch ‘mini’ GBTC spin-off for investors

Grayscale filed an S-1 form on Tuesday with the U.S. Securities and Exchange Commission to register its new, mini version of its Grayscale Bitcoin Trust (GBTC), named the Grayscale Bitcoin Mini Trust.

The mini trust — under the ticker symbol “BTC” — is intended to be a “spin-off” of GBTC, with new shares of the mini trust designed to be distributed to GBTC shareholders as GBTC contributes a certain amount of bitcoin to the trust, according to the S-1 filing. If approved, The mini trust will be listed on the NYSE and operate independently from GBTC.

While the percentage of shares in the planned distribution was not disclosed in the filing, it said that GBTC plans to file a 14C form with the SEC to further describe the terms and conditions of the planned spin-off.

“No consent, authorization, approval or proxy is being sought from GBTC Shareholders in connection with the Spin-Off, and GBTC Shareholders will not need to pay any consideration, exchange or surrender existing GBTC Shares or take any other action to receive Shares of the Trust on the Distribution Date,” the filing noted. GBTC will not be subject to additional taxes per the nature of the spin-off.

Grayscale’s Bitcoin Trust, which registered with the SEC in 2020 and was converted into a spot bitcoin exchange-traded fund (ETF) in January, currently holds assets worth $27.49 billion, according to Trackinsight data sourced by The Block.

Meanwhile, Grayscale's market share of cumulative spot bitcoin ETF trading volume dropped to its lowest point last Friday, and BlackRock and Fidelity's ETFs together accounted for 69% of the total trading volume seen on Friday, according to The Block's Data Dashboard.