Grayscale Bitcoin Trust BTC

The proposal to approve amendments to the Trust Agreement permitting a portion of the Trust Estate (as defined in the Trust Agreement) to be held from time to time in one or more omnibus accounts in order to facilitate the creation and redemption of shares of the Trust (“Proposal 2” and, together with Proposal 1, the “Proposals”), was approved based on the following votes:

As described in the Consent Solicitation Statement, under the terms of the Trust Agreement, any shareholders that did not, within twenty (20) calendar days of the date of the Consent Solicitation Statement, notify the Sponsor in writing that they objected to either or both of the Proposals were deemed to consent to each Proposal. As such, in the aggregate, shareholders holding 98.5% of the Trust’s outstanding shares consented to Proposal 1, and shareholders holding 96.8% of the Trust’s shares consented to Proposal 2.

A sufficient number of shareholders consented to approve the Proposals described above by 4:00 p.m., New York City time, on January 7, 2024. As a result, the Consent Solicitation, and the period during which consents could be revoked, concluded as of 4:00 p.m., New York City time, on January 7, 2024.

Item 8.01. Other Events.

A copy of the legal opinion of Richards, Layton & Finger, P.A., relating to the validity of the Shares to be offered pursuant to the Trust's Registration Statement on Form S-3 (File No. 333-275079), as filed with the Securities and Exchange Commission on January 9, 2024 (as amended, the “Registration Statement”), is filed as Exhibit 5.1 to this Current Report on Form 8-K and is hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits