May. 18, 2022
Dear Ms. Countryman: Today I write as a shareholder who is in favor of approving the Form 19b-4 that NYSE Arca filed with you to convert Grayscale Bitcoin Trust (OTCQX: GBTC) into a Bitcoin Spot ETF. GBTC is currently training at a discount to its NAV, which means the price of GBTC is less than the price of the physical asset, Bitcoin. One of the benefits of converting GBTC into an ETF is it would allow for simultaneous creations and redemptions - a core feature of the ETF wrapper. This could cause shares to trade at a discount to better reflect NAV, and thus protect the hundreds of thousands of investors currently holding GBTC. Importantly and impressively, in 2021 you approved several futures-based Bitcoin ETFs. This is significant because to the extent SEC had previously been concerned over fraud or manipulation in the pricing of the underlying spot/cash Bitcoin markets, that concern would have to permeate across both spot-based and futures-based ETFs since both types of product are priced based on the underlying spot/cash Bitcoin markets. however, following approval of several future-based Bitcoin ETDS, you subsequently disapproved several spot-based Bitcoin ETFs. This inconsistency created an unlevel playing field for Bitcoin ETFs without a reasonable basis for different treatment. To that point, Grayscale's attorneys at Davis Polk have filed a letter in the context of this comment letter period arguing that the approval of Bitcoin Futures ETFs but not Bitcoin Spot ETGs, like what GBTC would be, is arbitrary and capricious," and therefore a potential violation of the Administrative Procedure Act. Per the above, I strongly agree with this new argument. The SEC should approve GBTC for conversion to an ETF and allow investors a choice over which product best meets their investment needs. To do otherwise would go against the SEC's core mission of protecting investors. Thank you for your time and consideration. Best, Brian -- Brian Moses