Subject: File No. SR-NYSEArca-2021-90

Apr. 26, 2022



Dear SEC,

I am a GBTC shareholder, my wife and mother in-law, in their retirement accounts, in support of the conversion of Grayscale Bitcoin Trust (OTCQX: GBTC) to an ETF. By not approving this conversion, you are not protecting me, the investor – the very person you were appointed to protect.

You approved futures-backed Bitcoin ETFs, but continue to reject applications for spot Bitcoin ETFs. Futures contracts are based on a depreciating asset. The spot etf should be much more aligned with the underlying asset.

Furthermore, the discount to NAV in GBTC has been around 25%, on average, this year. This means that the price of GBTC is less than the price of Bitcoin, the asset itself. Given that GBTC has about $30bn in AUM, existing shareholders like me, my family and friends, are experiencing a destruction of value of around $7.5 billion.

GBTC is the world’s largest publicly-traded cryptocurrency fund, with hundreds of millions in daily trading volume. It holds approximately 3.4% of all Bitcoins outstanding, and is held by more than 850,000 investors, like me.

I’m writing from South Dakota, with gratitude for the opportunity to express my view to you and with the hope and expectation that you will approve this conversion and protect the interest of investors.

Sincerely,

Michael Martin