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OFFON

GRAYSCALE BITCOIN TRUST (BTC)

(GBTC)
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GRAYSCALE BITCOIN TRUST (BTC) : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

03/05/2021 | 09:26am EDT
The following discussion and analysis of our financial condition and results of
operations should be read together with, and is qualified in its entirety by
reference to, our audited financial statements and related notes included
elsewhere in this Annual Report, which have been prepared in accordance with
U.S. GAAP. The following discussion may contain forward-looking statements based
on assumptions we believe to be reasonable. Our actual results could differ
materially from those discussed in these forward-looking statements. Factors
that could cause or contribute to these differences include, but are not limited
to, those discussed below and elsewhere in this Annual Report, particularly in
"Item 1A. Risk Factors" and "Statement Regarding Forward-Looking Statements."

Trust Overview


The Trust is a passive entity that is managed and administered by the Sponsor
and does not have any officers, directors or employees. The Trust holds Bitcoins
and, from time to time on a periodic basis, issues Creation Baskets in exchange
for deposits of Bitcoins. As a passive investment vehicle, the investment
objective of the Trust is for the Shares (based on Bitcoin per Share) to reflect
the value of the Bitcoins held by the Trust, determined by reference to the
Index Price, less the Trust's expenses and other liabilities. The Trust is not
managed like a business corporation or an active investment vehicle.



                                                               As of December 31,
                                                    2020              2019              2018
Number of Shares authorized                       Unlimited         Unlimited         Unlimited
Number of Shares outstanding                      638,906,600       269,445,300       206,559,100
Number of Shares freely tradable(1)               400,095,116       204,546,060       170,827,797
Number of beneficial holders owning at least
100 Shares(2)                                         415               145               115
Number of holders of record(2)                        415               145               115



(1) Includes the total number of unrestricted Shares not held directly or

indirectly by an officer, director, any person who is the beneficial owner of

more than 10% of the total Shares outstanding, or anyone who controls, is

controlled by or is under common control with such person, or any immediate

family members of officers, directors and control persons. Freely tradable

Shares inclusive of holders with more than 10% of total Shares outstanding

was 400,095,116, 204,546,060 and 170,827,797 for the periods ending

December 31, 2020, 2019 and 2018, respectively.

(2) Includes Cede & Co. as nominee for DTC for the Shares traded on OTCQX.

Therefore, this number does not include the individual holders who have

bought/sold Shares on OTCQX or transferred their eligible Shares to their

brokerage accounts.

Critical Accounting Policies and Estimates

Investment Transactions and Revenue Recognition


The Trust considers investment transactions to be the receipt of Bitcoin for
Share creations and the delivery of Bitcoin for Share redemptions or for payment
of expenses in Bitcoin. At this time, the Trust is not accepting redemption
requests from shareholders. The Trust records its investment transactions on a
trade date basis and changes in fair value are reflected as net change in
unrealized appreciation or depreciation on investments. Realized gains and
losses are calculated using the specific identification method. Realized gains
and losses are recognized in connection with transactions including settling
obligations for the Sponsor's Fee in Bitcoin.

Principal Market and Fair Value Determination


To determine which market is the Trust's principal market (or in the absence of
a principal market, the most advantageous market) for purposes of calculating
the Trust's NAV, the Trust follows Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 820-10, which outlines the application
of fair value accounting. ASC 820-10 determines fair value to be the price that
would be received for Bitcoin in a current sale, which assumes an orderly
transaction between market participants on the measurement date. ASC 820-10
requires the Trust to assume that Bitcoin is sold in its principal market to
market participants or, in the absence of a principal market, the most
advantageous market. Market participants are defined as buyers and sellers in
the principal or most advantageous market that are independent, knowledgeable,
and willing and able to transact.

The Trust only receives Bitcoin from the Authorized Participant and does not
itself transact on any Digital Asset Markets. Therefore, the Trust looks to the
Authorized Participant when assessing entity-specific and market-based volume
and level of activity for Digital Asset Markets. The Authorized Participant
transacts in a Brokered Market, a Dealer Market, Principal-to-Principal Markets
and Exchange Markets, each as defined in the FASB Master Glossary. The
Authorized Participant, as a related party of the Sponsor, provides information
about the Digital Asset Markets on which it transacts to the Trust. In
determining which of the eligible Digital Asset Markets is the Trust's principal
market, the Trust reviews these criteria in the following order:

                                       67

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• First, the Trust reviews a list of Digital Asset Markets and excludes any

Digital Asset Markets that are non-accessible to the Trust and the

Authorized Participant(s). The Trust or the Authorized Participant does not

have access to Digital Asset Exchanges that do not have a BitLicense and has

access only to non- Digital Asset Exchange Markets that the Authorized

Participant reasonably believes are operating in compliance with applicable

      law, including federal and state licensing requirements, based upon
      information and assurances provided to it by each market.

• Second, the Trust sorts the remaining Digital Asset Markets from high to low

by entity-specific and market-based volume and activity of Bitcoin traded on

each Digital Asset Market in the trailing twelve months.

• Third, the Trust then reviews intra-day pricing fluctuations and the degree

of variances in price on Digital Asset Markets to identify any material

      notable variances that may impact the volume or price information of a
      particular Digital Asset Market.

• Fourth, the Trust then selects a Digital Asset Market as its principal

market based on the highest market volume, activity and price stability in

comparison to the other Digital Asset Markets on the list. Based on

information reasonably available to the Trust, Exchange Markets have the

greatest volume and level of activity for the asset. The Trust therefore

looks to accessible Exchange Markets as opposed to the Brokered Market,

Dealer Market and Principal-to-Principal Markets to determine its principal

market. As a result of the aforementioned analysis, an Exchange Market has

been selected as the Trust's principal market.



The Trust determines its principal market (or in the absence of a principal
market the most advantageous market) annually and conducts a quarterly analysis
to determine (i) if there have been recent changes to each Digital Asset
Market's trading volume and level of activity in the trailing twelve months,
(ii) if any Digital Asset Markets have developed that the Trust has access to,
or (iii) if recent changes to each Digital Asset Market's price stability have
occurred that would materially impact the selection of the principal market and
necessitate a change in the Trust's determination of its principal market.

The cost basis of the investment in Bitcoin recorded by the Trust for financial
reporting purposes is the fair value of Bitcoin at the time of transfer. The
cost basis recorded by the Trust may differ from proceeds collected by the
Authorized Participant from the sale of the corresponding Shares to investors.

Investment Company Considerations


The Trust is an investment company for GAAP purposes and follows accounting and
reporting guidance in accordance with the FASB ASC Topic 946, Financial Services
- Investment Companies. The Trust uses fair value as its method of accounting
for Bitcoin in accordance with its classification as an investment company for
accounting purposes. The Trust is not registered under the Investment Company
Act of 1940. GAAP requires management to make estimates and assumptions that
affect the reported amounts in the financial statements and accompanying notes.
Actual results could differ from those estimates and these differences could be
material.

Review of Financial Results

Financial Highlights for the Years ended December 31, 2020, 2019 and 2018

(All amounts in the following table and the subsequent paragraphs, except per Share, Bitcoin and price of Bitcoin amounts, are in thousands)


                                                      For the Year Ended 

December 31,

                                                   2020            2019     

2018

Net realized and unrealized gain (loss) on
investment in Bitcoin                          $ 11,196,384     $   686,551     $ (1,957,388 )
Net increase (decrease) in net assets
resulting from operations                      $ 11,102,880     $   651,821     $ (1,985,912 )
Net assets                                     $ 17,716,478     $ 1,866,218     $    751,622


Net realized and unrealized gain on investment in Bitcoin for the year ended
December 31, 2020 was $11,196,384 which includes a realized gain of $50,335 on
the transfer of Bitcoins to pay the Sponsor's Fee and net change in unrealized
appreciation on investment in Bitcoin of $11,146,049. Net realized and
unrealized gain on investment in Bitcoin for the year was driven by Bitcoin
price appreciation from $7,145.00 per Bitcoin as of December 31, 2019 to
$29,185.05 per Bitcoin as of December 31, 2020. Net increase in net assets
resulting from operations was $11,102,880 for the year ended December 31, 2020,
which consisted of the net realized and unrealized gain on investment in
Bitcoin, less the Sponsor's Fee of $93,504. Net assets increased to $17,716,478
at December 31, 2020, an 849% increase for the year. The increase in net assets
resulted from the aforementioned Bitcoin price

                                       68



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appreciation and the contribution of approximately 353,646 Bitcoin with a value
of $4,747,380 to the Trust in connection with Share creations during the period,
partially offset by the withdrawal of approximately 7,799 Bitcoin to pay the
foregoing Sponsor's Fee.

Net realized and unrealized gain on investment for the year ended December 31,
2019 was $686,551, which includes a realized gain of $23,305 on the transfer of
Bitcoins to pay the Sponsor's Fee and net change in unrealized appreciation on
investment in Bitcoin of $663,246. Net realized and unrealized gain on
investment in Bitcoin for the year was driven by Bitcoin price appreciation from
$3,679.42 per Bitcoin as of December 31, 2018 to $7,145.00 per Bitcoin as of
December 31, 2019. Net increase in net assets resulting from operations was
$651,821 for the year ended December 31, 2019, which consisted of the net
realized and unrealized gain on investment, less the Sponsor's Fee of $34,730.
Net assets increased to $1,866,218 at December 31, 2019, a 148% increase for the
year. The increase in net assets resulted from the aforementioned Bitcoin price
appreciation and the contribution of approximately 61,556 Bitcoin with a value
of $462,775 to the Trust in connection with Share creations during the year,
partially offset by the withdrawal of approximately 4,641 Bitcoin to pay the
foregoing Sponsor's Fee.

Net realized and unrealized loss on investment for the year ended December 31,
2018 was ($1,957,388), which includes a realized gain of $22,379 on the transfer
of Bitcoins to pay the Sponsor's Fee and net change in unrealized depreciation
on investment in Bitcoin of ($1,979,767). Net realized and unrealized loss on
investment was driven by Bitcoin price depreciation from $14,168.54 per Bitcoin
as of December 31, 2017 to $3,679.42 per Bitcoin as of December 31, 2018. Net
decrease in net assets resulting from operations was ($1,985,912) for the year
ended December 31, 2018, which consisted of the net realized and unrealized loss
on investment, plus the Sponsor's Fee of $28,524. Net assets decreased to
$751,622 at December 31, 2018, a 70% decrease for the year. The decrease in net
assets resulted from the aforementioned Bitcoin price depreciation and the
withdrawal of 3,843 Bitcoin to pay the foregoing Sponsor's Fee, partially offset
by the contribution of approximately 32,281 Bitcoin with a value of $246,151 to
the Trust in connection with Share creations during the year.

Off-Balance Sheet Arrangements

The Trust is not a party to any off-balance sheet arrangements.

Cash Resources and Liquidity


The Trust has not had a cash balance at any time since inception. When selling
Bitcoins, Incidental Rights and/or IR Virtual Currency to pay Additional Trust
Expenses, the Sponsor endeavors to sell the exact number of Bitcoins, Incidental
Rights and/or IR Virtual Currency needed to pay expenses in order to minimize
the Trust's holdings of assets other than Bitcoin. As a consequence, the Sponsor
expects that the Trust will not record any cash flow from its operations and
that its cash balance will be zero at the end of each reporting period.

In exchange for the Sponsor's Fee, the Sponsor has agreed to assume most of the
expenses incurred by the Trust. As a result, the only ordinary expense of the
Trust during the periods covered by this Annual Report was the Sponsor's Fee.
The Trust is not aware of any trends, demands, conditions or events that are
reasonably likely to result in material changes to its liquidity needs.

Selected Operating Data



                                                              For the Year Ended December 31,
                                                       2020                 2019                 2018
                                                   (All Bitcoin balances

are rounded to the nearest whole

                                                                          Bitcoin)
Bitcoins:
Opening Balance                                          261,192              204,277              175,839
Creations                                                353,646               61,556               32,281
Sponsor's Fee, related party                              (7,799 )             (4,641 )             (3,843 )
Closing balance                                          607,039              261,192              204,277
Accrued but unpaid Sponsor's Fee, related party                -                    -                    -
Net closing balance                                      607,039              261,192              204,277
Number of Shares:
Opening balance                                      269,445,300          206,559,100          174,283,200
Creations                                            369,461,300           62,886,200           32,275,900
Closing balance                                      638,906,600          269,445,300          206,559,100


                                       69


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                                                         December 31,
                                              2020            2019           2018
Price of Bitcoin on principal market (1)   $ 29,185.05     $ 7,145.00     $ 3,679.42
NAV per Share (2)                          $     27.73     $     6.93     $     3.64
Index Price                                $ 28,788.57     $ 7,200.71     $ 3,760.46

Digital Asset Holdings per Share (3) $ 27.35 $ 6.98 $

    3.72





(1) The Trust performed an assessment of the principal market at December 31,

2020, 2019 and 2018, respectively, and identified the principal market as

Coinbase Pro.

(2) As of December 31, 2020, 2019 and 2018, respectively, the NAV per Share was

calculated using the fair value of Bitcoin based on the price provided by

Coinbase Pro, the Digital Asset Exchange that the Trust currently considers

its principal market, as of 4:00 p.m., New York time, on the valuation date.

(3) The Trust's Digital Asset Holdings per Share is derived from the Index Price

as represented by the Index as of 4:00 p.m., New York time, on the valuation

date. The Trust's Digital Asset Holdings per Share is calculated using a

non-GAAP methodology where the volume-weighted average price is derived from

multiple Digital Asset Exchanges. See "Item 1. Business-Trust Objective and

Key Operating Metrics" for a description of the Trust's Digital Asset

Holdings per Share. The Digital Asset Exchanges used to calculate the Index

Price as of December 31, 2020 were Coinbase Pro, LMAX Digital, Kraken and

Bitstamp. As of December 31, 2019 the Digital Asset Exchanges used to

calculate the Index Price consisted of Coinbase Pro, Bitstamp, Kraken,

Bittrex and itBit. As of December 31, 2018 the Digital Asset Exchanges used

to calculate the Index Price consisted of Coinbase Pro, Bitstamp and itBit.



For accounting purposes, the Trust reflects creations and the Bitcoins
receivable with respect to such creations on the date of receipt of a
notification of a creation but does not issue Shares until the requisite number
of Bitcoins is received. At this time, the Trust is not accepting redemption
requests from shareholders. Subject to receipt of regulatory approval from the
SEC and approval by the Sponsor in its sole discretion, the Trust may in the
future operate a redemption program. The Trust currently has no intention of
seeking regulatory approval to operate an ongoing redemption program.

As of December 31, 2020, the Trust had a net closing balance of 607,039.48515191
Bitcoins with a total value of $17,475,798,711, based on the Index Price of
$28,788.57 on December 31, 2020 (non-GAAP methodology). As of December 31, 2020,
the total market value of the Trust's Bitcoin based on the principal market
(Coinbase Pro) of $29,185.05 on December 31, 2020 was $17,716,477,727.

As of December 31, 2019, the Trust had a net closing balance of 261,192.14022299
Bitcoins with a total value of $1,880,768,856, based on the Index Price of
$7,200.71 on December 31, 2019 (non-GAAP methodology). As of December 31, 2019,
the total market value of the Trust's Bitcoin based on the principal market
(Coinbase Pro) of $7,145.00 on December 31, 2019 was $1,866,217,842.

As of December 31, 2018, the Trust had a net closing balance of 204,277.35165345
Bitcoins with a total value of $768,176,810, based on the Index Price of
$3,760.46 on December 31, 2018 (non-GAAP methodology). As of December 31, 2018,
the Trust had a net closing balance with a total market value of $751,622,174,
based on the principal market (Coinbase Pro) of $3,679.42 on December 31, 2018.

Historical Bitcoin Holdings and Bitcoin Prices


As movements in the price of Bitcoins will directly affect the price of the
Shares, investors should understand recent movements in the price of Bitcoin.
Investors, however, should also be aware that past movements in the Bitcoin
price are not indicators of future movements. Movements may be influenced by
various factors, including, but not limited to, government regulation, security
breaches experienced by service providers, as well as political and economic
uncertainties around the world.

The following chart illustrates the movement in the Trust's Digital Asset
Holdings per Share (as adjusted for the Share Split for periods prior to January
26, 2018) versus the Index Price and the Trust's NAV per Share (as adjusted for
the Share Split for periods prior to January 26, 2018) from September 25, 2013
to December 31, 2020. For more information on the determination of the Trust's
Digital Asset Holdings, see "Item 1. Business-Overview of the Bitcoin Industry
and Market-Bitcoin Value-The Index and the Index Price."

                                       70



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                               [[Image Removed]]

The following table illustrates the movements in the Index Price from the
beginning of the Trust's operations on September 25, 2013 to December 31, 2020.
Since the beginning of the Trust's operations, the Index Price has ranged from
$117.03 to $28,788.57, with the straight average being $4,310.89. The Sponsor
has not observed a material difference between the Index Price and average
prices from the constituent Digital Asset Exchanges individually or as a group.

                                                                                                                 End of         Last business
Period                                  Average          High            Date         Low            Date        period              day
Twelve months ended December 31,
2016                                  $    565.26     $    969.43     

12/29/2016 $ 371.33 2/3/2016 $ 954.21 $ 954.21 Twelve months ended December 31, 2017

                                  $  3,942.40     $ 18,756.45     

12/18/2017 $ 780.71 1/12/2017 $ 13,340.23 $ 14,517.67 Twelve months ended December 31, 2018

                                  $  7,497.29     $ 15,736.96       

1/5/2018 $ 3,228.07 12/14/2018 $ 3,760.46 $ 3,760.46 Twelve months ended December 31, 2019

                                  $  7,319.77     $ 12,681.53      

7/10/2019 $ 3,365.98 2/7/2019 $ 7,200.71 $ 7,200.71 Twelve months ended December 31, 2020

                                  $ 11,074.72     $ 28,788.57     12/31/2020   $ 5,050.07      3/16/2020   $ 28,788.57     $     28,788.57
September 25, 2013 (the inception
of the Trust's operations) to
December 31, 2020                     $  4,310.89     $ 28,788.57     12/31/2020   $   117.03      10/3/2013   $ 28,788.57     $     28,788.57



The following table illustrates the movements in the price of Bitcoin, as reported on the Trust's principal market, from the beginning of the Trust's operations on September 25, 2013 to December 31, 2020. Since the beginning of the Trust's operations, the price of Bitcoin has ranged from $110.83 to $29,185.05, with the straight average being $4,328.79:


                                                                                                              End of         Last business
Period                               Average          High            Date         Low            Date        period              day
Twelve months ended December 31,
2016                               $    566.31     $    968.08     

12/28/2016 $ 369.18 2/3/2016 $ 966.02 $ 959.92 Twelve months ended December 31, 2017

                               $  3,987.48     $ 19,433.21     

12/16/2017 $ 793.04 1/11/2017 $ 14,168.54 $ 14,440.01 Twelve months ended December 31, 2018

                               $  7,517.17     $ 16,849.50       

1/6/2018 $ 3,164.61 12/14/2018 $ 3,679.42 $ 3,679.42 Twelve months ended December 31, 2019

                               $  7,356.06     $ 13,849.81      

6/26/2019 $ 3,358.79 2/7/2019 $ 7,145.00 $ 7,145.00 Twelve months ended December 31, 2020

                               $ 11,103.80     $ 29,185.05     12/31/2020   $ 4,950.39      3/16/2020   $ 29,185.05     $     29,185.05
September 25, 2013 (the
inception of the Trust's
operations) to December 31, 2020   $  4,328.79     $ 29,185.05     12/31/2020   $   110.83      10/2/2013   $ 29,185.05     $     29,185.05






Secondary Market Trading

The Trust's Shares have been quoted on OTCQX under the symbol GBTC since
March 26, 2015. The price of the Shares as quoted on OTCQX has varied
significantly from the Bitcoins Holdings per Share. From May 5, 2015 to
December 31, 2020, the maximum premium of the closing price of the Shares quoted
on OTCQX over the value of the Trust's Digital Asset Holdings per Share was 142%
and the average premium was 37%. Moreover, the closing price of the Shares as,
quoted on OTCQX at 4:00 p.m., New York time, on each business day, has only been
quoted at a discount on October 28, 2015. The discount on that day was 0.1%.

                                       71


--------------------------------------------------------------------------------

As of December 31, 2020, the Trust's shares were quoted on OTCQX at a premium of 17% to the Trust's Digital Asset Holdings per Share.


The following table sets out the range of high and low closing prices for the
Shares as reported by OTCQX, the Trust's NAV per Share and the Trust's Digital
Asset Holdings per Share for each of the quarters since January 1, 2018.



                                                High                                               Low
                                                          Digital Asset                                         Digital
                                            NAV per        Holdings per                     NAV per         Asset Holdings
                              OTCQX        Share(2)          Share(3)         OTCQX        Share(2)          per Share(3)
2018
First quarter(1)                25.69           16.99              15.87        10.05            6.89                    6.80
Second quarter                  16.88            9.84               9.67        10.55            5.87                    5.89
Third quarter                   12.26            8.24               8.23         7.85            6.07                    5.89
Fourth quarter                   7.88            6.59               6.55         3.84            3.13                    3.20
2019
First quarter                    4.99            4.08               4.02         3.84            3.31                    3.32
Second quarter                  17.08           13.56              12.37         4.97            4.07                    4.05
Third quarter                   16.35           12.25              12.41         9.83            7.75                    7.81
Fourth quarter                  11.82            9.48               9.30         8.01            6.39                    6.56
2020
First quarter                   13.48           10.05              10.00         5.54            4.78                    4.88
Second quarter                  12.30            9.59               9.55         6.50            5.99                    6.07
Third quarter                   14.75           11.81              11.63         9.31            8.67                    8.73
Fourth quarter                  32.90           27.73              27.35        10.85           10.04                   10.04



(1) Per Share amounts have been retroactively adjusted for the 91-for-1 Share

Split of the Trust's issued and outstanding Shares completed on January 26,

2018.

(2) The NAV is calculated using the fair value of Bitcoins based on the price

provided by the Digital Asset Market that the Trust considers its principal

market, which since December 31, 2016 is Coinbase Pro.

(3) The Trust's Digital Asset Holdings are derived from the Index Price as

represented by the Index as of 4:00 p.m., New York time, on the valuation

date. The Trust's Digital Asset Holdings are calculated using a non-GAAP

methodology where the volume-weighted average price is derived from multiple

Digital Asset Exchanges. See "Item 1. Business-Trust Objective and Key

Operating Metrics." On January 15, 2019, the Index Provider added back Kraken

and also added Bittrex to the Index. On January 19, 2020, the Index Provider

removed Bittrex and added LMAX Digital as part of its scheduled quarterly

review. On April 6, 2020, the Index Provider removed itBit and did not add

any constituents as part of its scheduled quarterly review.

The following chart sets out the historical closing prices for the Shares as reported by OTCQX and the Trust's Digital Asset Holdings per Share.

                               [[Image Removed]]

                                       72


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The following chart sets out the historical premium and discount for the Shares as reported by OTCQX and the Trust's Digital Asset Holdings per Share.

                               [[Image Removed]]

Jumpstart Our Business Startups Act of 2012


The JOBS Act permits the Trust, as an "emerging growth company," to take
advantage of an extended transition period to comply with new or revised
accounting standards applicable to public companies. The Trust has elected to
"opt out" of this provision and, as a result, will comply with new or revised
accounting standards on the relevant dates on which adoption of such standards
is required for public companies that are not emerging growth companies. This
decision to opt out of the extended transition period under the JOBS Act is
irrevocable.

© Edgar Online, source Glimpses

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