Grayscale submits new filing to SEC in attempt for spot bitcoin ETF approval following pivotal court ruling

Grayscale Investments filed a new registration statement with the Securities and Exchange Commission in its ongoing attempt to convert its Grayscale Bitcoin BTC -2.67% Trust into a spot bitcoin ETF after a D.C. circuit court's ruling directing the regulator to re-review the firm's application. 

The asset manager on Thursday morning submitted an S-3 filing, a shortened version of the typical S-1 filing used to offer new shares. Grayscale's latest move comes as other big name asset managers including BlackRock and Fidelity are seeking approval for spot bitcoin ETFs from the SEC.

Grayscale said it was eligible to use Form S-3 for its filing because its shares have been registered under the Securities Exchange Act of 1934 since January 2020 and meet the other requirements for the form.

GBTC intends to list the shares on NYSE Arca under the symbol GBTC, and issue the shares on an ongoing basis upon approval of NYSE Arca's application on Form 19b-4 to list the shares and effectiveness of the form S-3 to register the shares, Grayscale said in a statement. 

The filing comes a day before the U.S. Court of Appeals for the D.C. Circuit is expected to issue a court mandate that will essentially reiterate its initial ruling from August, but is seen as a final proceeding in the matter. 

No rehearing by the DC court

The SEC did not file an appeal for a rehearing of the court's ruling last week, which led to optimism in the industry that a spot bitcoin ETF could be around the corner. However, a number of things would still need to happen before one hits the market.

Grayscale first brought the case against the SEC last year for the rejection of its proposal to convert its flagship fund, GBTC, into a spot bitcoin ETF. The asset manager sent a letter to the SEC last month, asking to meet with regulators to discuss converting its Grayscale Bitcoin Trust into a spot bitcoin ETF.

SEC Chair Gary Gensler said Wednesday that agency "staff is doing work on those multiple filings," referring to existing proposals that it's received. He declined to comment specifically on Grayscale when asked about it by a reporter. 

"What we have in front of us, just so that the viewing public understands, we have not one, but multiple, I think it's eight or ten filings that the staff, and ultimately the Commission, is considering," he said. "When an asset manager is seeking to take something public, these exchange traded products need to register with the SEC, and they go through a filing, somewhat similar to going public, like an IPO."

"And so it's really the work of our Division of Corporation Finance that gives feedback, our Division of Trading and Markets of course looks at the filings," he continued. "This is a time tested process that goes back decades. The staff of the SEC, it's called the Disclosure Review Team, but in that group, they respond and give feedback to potential issuers.