Grayscale Files Amended S-3 Form for Bitcoin ETF Approval

Grayscale S-3


  • Grayscale Bitcoin Trust submits another S-3 filing to the U.S. Securities and Exchange Commission (SEC) at the 11th hour.
  • It’s the third amendment done, hoping to convert GBTC to Grayscale Spot Bitcoin ETF, as the window for potential approval is nearing.

Grayscale Amends Bitcoin ETF Prospectus

Grayscale Investments intensifies its vision of converting into a spot Bitcoin ETF. It filed another amended S-3 form with the U.S. SEC on Jan 2, 2024. 

Grayscale seeks Bitcoin ETF approval
Grayscale amends S-3 form | Source: Yahoo Finance

This is the third amendment Grayscale has made to its registration statement. It will thus align with the open window for potential approval of spot Bitcoin ETF from Jan 5th to 10th, 2024.

The modifications focused on filing specific exhibits and did not correct any prospectus provisions.

However, Bloomberg ETF analyst James Seyffart suggests the absence of some specifics. He highlights that the added exhibits relate to the Trust’s third-party relationships.

Lots of people asking what this means. Haven’t read through all of it but it’s just one more data point confirming that Grayscale is in talks with SEC and is making updates/changes to their offering docs after discussion & feedback from the SEC. looking for any other new info.

James Seyffart, Bloomberg ETF, suggested in an X post.

Moreover, he added that Grayscale puts more emphasis on cash-only transactions. It also removed pages of risk disclosures. He ended his post by saying Grayscale was bending its knees to the SEC.

Initially, Seyffart mentioned that the filing changed the fund’s ticker from GBTC to BTC, but he later admitted that it was an error.

Grayscale and the SEC are in Closed Door Discussions

Grayscale CEO Michael Sonnenshein says he’s bracing for a significant week ahead.

Grayscale CEO and SEC in closed door discussions.
Grayscale CEO Michael Sonnenshein | Source: Forbes Argentina

This coincides with the expected SEC announcement on spot Bitcoin ETF approval. Reports suggest that the SEC may contact Bitcoin ETF issuers as early as January 5, 2024.

It came shortly after various members of SEC’s DTM met several members of Grayscale and law firm David Polk, according to a Nov. 22 2023 memo.

The meeting was about the NYSE Arca’s listing of the proposed ETF, in which Grayscale’s CEO, Michael Sonnsenhein, was present.

Grayscale’s ETF application differs from those of other applicants like BlackRock and Fidelity. Grayscale wishes to convert an existing investment vehicle into an ETF.

In any case, crypto investors believe the commission engaging with the company is a good sign for ETF applicants in general.

Grayscale Shift towards SEC’s Compliance

The recent amendment is a shift towards aligning itself with the SEC’s preference for cash-only preference. It follows the resignation of its Chairman, Barry Silbert.

Grayscale submitted a free writing prospectus (FWP) on December 29, 2023. At the same time, Other applicants were behind in updating their S-1 forms.

This signals its commitment to its vision of spot Bitcoin ETF conversion.

Sonnenshein said Grayscale has been ready for this since 2017, with Virtu and Jane Street as authorized participants.

Previously, the GBTC secured a legal victory against the SEC over the Bitcoin ETF review application.

The regulatory commission is, however, not required to approve Grayscale’s application but will consider it after dismissing it in 2022.

Will the SEC approve the Grayscale Bitcoin ETF application?