The firm submitted an S-3 form registration statement with the SEC on October 19, intending to list the shares of Grayscale Bitcoin Trust on the New York Stock Exchange (NYSE) Arca under the ticker symbol GBTC.
Grayscale is Unstoppable on the ETF Field
Grayscale’s recent actions are in line with their continuous strategy to transform the Grayscale Bitcoin Trust into a Bitcoin ETF that trades on the spot market. The newly submitted S-3 registration statement is a condensed version of the standard S-1 form, which is typically used for the initial public offering of equity securities under the Securities Act.
GBTC is eligible to use Form S-3, a shorter filing that incorporates by reference its SEC disclosures and reports because its shares have been registered under the Securities Exchange Act of 1934 since January 2020.
Once the NYSE Arca’s 19b-4 application receives approval and the SEC declares the Form S-3 effective, Grayscale will have the capability to transition GBTC into an ETF and commence the issuance of shares on a registered basis.
The firm stated, “Importantly, GBTC is ready to operate as an ETF upon receipt of these regulatory approvals, and on behalf of GBTC’s investors, Grayscale looks forward to working collaboratively and expeditiously with the SEC on these matters”.
This filing is considered a “procedural milestone” for Grayscale as it initiates conversations with another SEC division while its lawsuit against the regulator concludes. The DC Circuit Court of Appeals ruled in August that the SEC’s actions in denying this conversion but allowing bitcoin futures ETFs to trade were “arbitrary and capricious“. The regulator did not contest that ruling.
Three things must happen for the conversion to occur: NYSE Arca’s 19b-4 filing must be approved, Grayscale needs to obtain Regulation M relief, and its S-3 form must be declared effective by the SEC. While one SEC division reviews the 19b-4 filing and grants Regulation M relief, another division reviews the S-1 and S-3 filings.