Item 1.01. Entry into a Material Definitive Agreement.

Grayscale Investments, LLC, the sponsor (the "Sponsor") of Grayscale Bitcoin Trust (BTC) (the "Trust"), has engaged The Bank of New York Mellon, a New York corporation authorized to do a banking business ("BNY Mellon"), to provide the Trust with certain administrative and accounting services pursuant to the Fund Administration and Accounting Agreement with BNY Mellon, which became effective on July 9, 2021.

The foregoing description is a summary, does not purport to be a complete description of the Fund Administration and Accounting Agreement, and is qualified in its entirety by reference to the Fund Administration and Accounting Agreement, which is filed as Exhibit 10.5 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits





(d)    Exhibits



Exhibit No.                     Description

10.5            Fund Administrative and Accounting Agreement

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