Feb. 22, 2022
Dear SEC, I’m writing to support the conversion of Grayscale Bitcoin Trust (Symbol: GBTC), currently the world’s largest Bitcoin fund, to the first Spot Bitcoin ETF in the United States. As an investor in many other ETFs (non-spot BTC ETFs) I have valued the protections received from regulatory agencies including the SEC over the years. These protections are so valued by a retail investor as myself who's in control of a family trust portfolio. One of my ongoing goals is to research and decide on investments that have an underlying value that (hopefully) provides a service or product that betters the lives of all of us. After 13+ years of existence, Bitcoin has proven to be such a value for undeserved people around the world who do not have access to banking services as well as the merging of those with means (retail and institutional investors into Bitcoin). As you (the SEC) continue to work to protect investors like myself when deciding on a Spot BTC ETF, I thank you for your cautionary process. One current concern I have, however, is that the Shares trading price of GBTC has diverged from it’s BTC NAV in the past due, in part, to the holding period under Rule 144 for Shares purchased in the private placement and the lack of an ongoing redemption program. As a result, authorized participants have been unable to take advantage of arbitrage opportunities when the market value of the Shares deviated from the NAV, less GBTC’s expenses and other liabilities. This has now given me concern that the very investor protection the SEC is seeking may not come to fruition without an ETF. I believe an SEC approved Spot BTC ETF will provide investors that protection. An ETF should have the effect of reducing any premium or discount at which the Shares trade on NYSE. I refer you to the November 29, 2021 Davis Polk & Wardwell LLP letter on behalf of Grayscale Investments LLC and GBTC. I believe that letter addresses the SEC's valid concerns as well as providing a framework to alleviate hurdles to a GBTC ETF. Thank you for your time. Sincerely, Tom Nann, Nann Family Trust