Subject: File No. SR-NYSEArca-2021-90
From: Dan Foster
Affiliation:

May 6, 2022

Dear SEC,

I write to you as a GBTC shareholder, 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.

Last October, you approved futures-backed Bitcoin ETFs, but continue to
reject applications for spot Bitcoin ETFs. Given that investors use both
vehicles to gain exposure to the same underlying asset, Bitcoin-from which
both vehicles derive their prices-we, as investors, should be able to choose
if we'd like direct or futures-based exposure to that 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 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 Florida, 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.


Best Regards,
Dan Foster