January 8, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Justin Dobbie
| Re: | Grayscale Bitcoin Trust (BTC) |
Registration Statement on Form S-3 (File No. 333-275079)
REQUEST FOR ACCELERATION OF EFFECTIVENESS
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Grayscale Investments, LLC, a Delaware limited liability company and the sponsor of Grayscale Bitcoin Trust (BTC) (the “Trust”), hereby requests that the Trust’s Registration Statement on Form S-3 (File No. 333-275079) (as amended) (the “Registration Statement”), be declared effective at 5:00 p.m., Eastern Time, on January 10, 2024, or as soon thereafter as practicable.
Once the Registration Statement is effective, please orally confirm the event with our counsel, Davis Polk & Wardwell LLP by calling Joseph A. Hall at (212) 450-4565 or Dan Gibbons at (212) 450-3222. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to me by email at michael@grayscale.com and to our counsel, Joseph A. Hall at joseph.hall@davispolk.com or Dan Gibbons at dan.gibbons@davispolk.com.
Very truly yours,
GRAYSCALE INVESTMENTS, LLC, | ||
| By: | /s/ Michael Sonnenshein | |
Name: Michael Sonnenshein Title: Chief Executive Officer | ||
