BCHG Grayscale Bitcoin Cash Trust BCH (QX)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2025

 

 

Grayscale Bitcoin Cash Trust (BCH)

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			000-56308	82-6867376
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
c/o Grayscale Operating, LLC 290 Harbor Drive, 4th Floor
Stamford, Connecticut				06902
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 668-1427

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Grayscale Bitcoin Cash Trust (BCH) Shares		BCHG		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under “Assignment Agreements” in Item 8.01 below is hereby incorporated by reference into this Item 1.01 to the extent that any such contracts or agreements so assigned constitute material definitive agreements of the Trust (as defined below).

Item 8.01. Other Events.

Corporate Reorganization of the Sponsor

On January 1, 2025, Grayscale Investments, LLC (“GSI”) consummated an internal corporate reorganization (the “Reorganization”), pursuant to which GSI, the sponsor of Grayscale Bitcoin Cash Trust (BCH) (the “Trust”) prior to the Reorganization, merged with and into Grayscale Operating, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Digital Currency Group, Inc. (“GSO”), with GSO continuing as the surviving company (the “Merger”).

As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (as defined below), all as provided under the Delaware Limited Liability Company Act.

We do not expect the Reorganization to have any material impact on the operations of the Trust.

Assignment Agreements

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the “Sponsor Contracts”) to Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of GSO (“GSIS” or the “Additional Sponsor”), pursuant to an: (1) Assignment and Assumption Agreement, dated as of January 1, 2025, by and between GSO and the Additional Sponsor (the “Assignment and Assumption Agreement”), (2) Assignment Agreement, dated as of December 20, 2024, by and among GSI, GSO, the Additional Sponsor and Coinbase, Inc. (the “Coinbase Assignment Agreement”) and (3) Assignment and Assumption Agreement, dated as of December 20, 2024, by and among GSI, GSO, the Additional Sponsor and Foreside Fund Services, LLC (the “Foreside Assignment Agreement” and, together with the Assignment and Assumption Agreement and the Coinbase Assignment Agreement, the “Assignment Agreements”).

Pursuant to the Assignment Agreements, the Additional Sponsor assumed all of the rights and obligations of GSO under the Sponsor Contracts. Other than the assumption of the Sponsor Contracts by the Additional Sponsor, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

Copies of the Assignment and Assumption Agreement, the Coinbase Assignment Agreement and the Foreside Assignment Agreement are included herein as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The foregoing descriptions of the Assignment and Assumption Agreement, the Coinbase Assignment Agreement and the Foreside Assignment Agreement are qualified in their entirety by reference to the full text of the filed exhibits.

Additional Sponsor

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO and the Additional Sponsor executed a Certificate of Admission, pursuant to which the Additional Sponsor was admitted as an additional Sponsor of the Trust under the Amended and Restated Declaration of Trust and Trust Agreement of the Trust, dated as of March 1, 2018 (the “Trust Agreement”), by and among GSO (as successor in interest to GSI), CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company (the “Trustee”), and the shareholders from time to time thereunder, as amended from time to time. The Additional Sponsor shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

Additionally, on January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, effective 120 days from the date hereof (the “Withdrawal Notice Period”). Following the Withdrawal Notice Period, GSIS shall be the sole remaining Sponsor of the Trust.

 

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Assignment and Assumption Agreement
10.2		Coinbase Assignment Agreement
10.3		Foreside Assignment Agreement
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Grayscale Operating, LLC, as Sponsor of Grayscale  Bitcoin Cash Trust (BCH)
Date:	January 3, 2025	By:	/s/ Edward McGee
			Name: Edward McGee Title: Chief Financial Officer*

 

* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Operating, LLC, the Sponsor of the Registrant.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of January 1, 2025, and is made and entered into by and between Grayscale Operating, LLC, a Delaware limited liability company (“GSO”), and Grayscale Investments Sponsors, LLC, a Delaware limited liability company (“GSIS”, and together with GSO, the “Parties”).

WHEREAS, the Parties and certain affiliates of the Parties have undergone an internal reorganization (the “Reorganization”);

WHEREAS, in connection with the Reorganization and pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 27, 2024, by and among Grayscale Investments, LLC, a Delaware limited liability company (“GSI”), GSO, and New Grayscale Investments, LLC, a Delaware limited liability company, GSO has (i) become a party to, or otherwise has assumed, each of the contracts listed on Exhibit A attached hereto (collectively, the “Contracts”), each of the custodian and prime broker agreements listed on Exhibit B attached hereto (collectively, the “Prime Broker Agreements”) and each of the marketing agent agreements listed on Exhibit C attached hereto (collectively, the “Marketing Agent Agreements”) and (ii) succeeded to GSI as the sponsor or manager, as applicable, under each of the governing instruments listed on Exhibit D attached hereto (the “Governing Instruments”);

WHEREAS, in connection with the Reorganization, GSO desires to assign to GSIS, and GSIS desires to assume, all right, title, interest, benefits, privileges, causes of action and remedies of GSO in, to and under the Contracts;

WHEREAS, in connection with the Reorganization and pursuant to the terms of that certain Assignment Agreement, dated as of December 20, 2024, by and among GSI, GSO, GSIS and Coinbase, Inc. (“Coinbase”), on behalf of itself and as agent for Coinbase Custody Trust Company, LLC (“Coinbase Custody”), and, as applicable, Coinbase Credit, Inc. (“Coinbase Credit” and, together with Coinbase and Coinbase Custody, the “Coinbase Entities”), GSO has assigned, transferred and conveyed to GSIS all of GSO’s right, title and interest in, to, and under each of the Prime Broker Agreements;

WHEREAS, in connection with the Reorganization and pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of December 20, 2024, by and among GSI, GSO, GSIS and Foreside Fund Services, LLC, GSO has assigned, transferred and conveyed to GSIS all of GSO’s rights, duties and obligations under each of the Marketing Agent Agreements; and

WHEREAS, in connection with the Reorganization and substantially concurrently with the effectiveness of this Agreement, GSIS has been admitted as an additional sponsor or manager, as applicable, under each of the Governing Instruments.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows:

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[Signature Page Follows]

 

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IN WITNESS WHEREOF, the undersigned have executed or caused this Agreement to be executed by their respective officers thereunto duly authorized, each with the intent to be legally bound, as of the date first written above.

GRAYSCALE OPERATING, LLC
By:	/s/ Craig Salm
	Name: Craig Salm
	Title: Chief Legal Officer

 

 

GRAYSCALE INVESTMENTS SPONSORS, LLC By: GRAYSCALE OPERATING, LLC, the sole member of Grayscale Investments Sponsors, LLC
By:	/s/ Craig Salm
	Name: Craig Salm
	Title: Chief Legal Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Assignment and Assumption Agreement]

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Exhibit A – Contracts

 

Authorized Participant / Liquidity Provider Agreements

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Distribution and Marketing Agreement

 

Index License Agreement

 

Fund Administration Agreements / Transfer Agency Agreements

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Cash Custody Agreements

 

 

 

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Exhibit B – Marketing Agent Agreements

 

 

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Exhibit C – Custodian and Prime Broker Agreements

 

 

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Exhibit D – Governing Instruments

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is entered into by and among Grayscale Investments, LLC (“GSI”), on behalf of itself and each client listed on Schedule II to this Assignment Agreement, Grayscale Operating, LLC (“GSO”), Grayscale Investments Sponsors, LLC (“Assignee”) and Coinbase, Inc. (“Coinbase”), on behalf of itself and as agent for Coinbase Custody Trust Company, LLC (“Coinbase Custody” or “Trust Company”), and, as applicable, Coinbase Credit, Inc. (“Coinbase Credit,” and together with Coinbase and Coinbase Custody, the “Coinbase Entities”) and shall be effective as of 9:05 A.M., Eastern Time, on January 1, 2025 (“Effective Time”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the agreements listed on Schedule I to this Assignment Agreement (collectively, as amended, the “Agreements”).

WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 27, 2024, and effective prior to the Effective Time, by and among GSI, GSO and New Grayscale Investments, LLC, GSO shall succeed to all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Agreements, all as provided under the Delaware Limited Liability Company Act (the “Grayscale Merger Agreement”);

WHEREAS, GSI and the Coinbase Entities (as applicable) are parties to the Agreements and, upon the effectiveness of the Grayscale Merger Agreement and immediately prior to the Effective Time, GSO and the Coinbase Entities (as applicable) will be parties to the Agreements (it being understood that for purposes hereof, the term “Assignor” shall be deemed to refer to, (i) prior to the effectiveness of the Grayscale Merger Agreement, GSI, and (ii) from and after the effectiveness of the Grayscale Merger Agreement, GSO);

WHEREAS, the Coinbase Entities, GSI and GSO consent to the assignment of the Agreements from the Assignor to the Assignee;

WHEREAS, Assignor and Assignee desire that Assignee assume all of the rights and obligations of Assignor under the Agreements; and

WHEREAS, the Coinbase Entities, GSI and GSO consent to Assignee’s assumption of Assignor’s rights and obligations under the Agreements.

NOW, THEREFORE, in connection with the mutual promises set forth herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

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[signature page follows]

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IN WITNESS WHEREOF, each of the undersigned has caused this Assignment Agreement to be executed by its duly authorized officer.

COINBASE, INC., on behalf of itself and as agent for the Coinbase Entities

 

By:	/s/ Lauren Abendschein
Name:	Lauren Abendschein
Title:	VP
Date:	December 20, 2024

 

ASSIGNORS:

GRAYSCALE INVESTMENTS, LLC, on behalf of itself and each client listed in Schedule II to the Assignment Agreement

 

By:	/s/ Craig Salm
Name:	Craig Salm
Title:	Chief Legal Officer
Date:	December 20, 2024

GRAYSCALE OPERATING, LLC

By: NEW GRAYSCALE INVESTMENTS, LLC, the sole member of Grayscale Operating, LLC

By: GRAYSCALE INVESTMENTS, LLC, the sole member of New Grayscale Investments, LLC

 

By:	/s/ Craig Salm
Name:	Craig Salm
Title:	Chief Legal Officer
Date:	December 20, 2024

ASSIGNEE: GRAYSCALE INVESTMENTS SPONSORS, LLC

By: GRAYSCALE OPERATING, LLC, the sole member of Grayscale Investments Sponsors, LLC

By: NEW GRAYSCALE INVESTMENTS, LLC, the sole member of Grayscale Operating, LLC

By: GRAYSCALE INVESTMENTS, LLC, the sole member of New Grayscale Investments, LLC

By:	/s/ Craig Salm
Name:	Craig Salm
Title:	Chief Legal Officer
Date:	December 20, 2024

 

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Schedule I - Agreements

 

 

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Schedule II - List of Clients

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ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (“Assignment Agreement”), dated as of December 20, 2024, is entered into by and among Foreside Fund Services, LLC (“ACA Foreside”), Grayscale Investments, LLC (“GSI”), Grayscale Operating, LLC (“GSO”) and Grayscale Investments Sponsors, LLC (“New Sponsor”). This Assignment Agreement shall be effective as of 9:05 A.M., Eastern Time, on January 1, 2025 (“Effective Time”)

WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 27, 2024, and effective prior to the Effective Time, by and among GSI, GSO and New Grayscale Investments, LLC, GSO shall succeed to all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Agreements (as defined below), all as provided under the Delaware Limited Liability Company Act (the “Grayscale Merger Agreement”);

WHEREAS, ACA Foreside and GSI are parties to the Marketing Agent Agreements listed on Schedule A to this Assignment Agreement (collectively, the “Agreements”) and, upon the effectiveness of the Grayscale Merger Agreement and immediately prior to the Effective Time, ACA Foreside and GSO will be parties to the Agreements (it being understood that for purposes hereof, the term “Current Sponsor” shall be deemed to refer to, (i) prior to the effectiveness of the Grayscale Merger Agreement, GSI, and (ii) from and after the effectiveness of the Grayscale Merger Agreement, GSO);

WHEREAS, Current Sponsor would like to assign the Agreements to its affiliate, New Sponsor; and

WHEREAS, Current Sponsor desires to assign, transfer and convey all of its rights, duties and obligations under the Agreements to New Sponsor and New Sponsor desires to assume all such rights, duties and obligations;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Current Sponsor hereby assigns, transfers and conveys all of its rights, duties and obligations under the Agreements to New Sponsor.

New Sponsor hereby agrees to assume all of Current Sponsor’s rights, duties and obligations under the Agreements and also agrees to observe, perform and fulfill all the terms and conditions thereof.

 

Current Sponsor and New Sponsor each hereby represent and warrant to ACA Foreside that the assignment will not result in a change of control.

Each party hereby represents and warrants to the other parties that:

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ACA Foreside, GSI and GSO hereby consent to the assignment of the Agreements.

The parties agree that Foreside’s duties and obligations remain unchanged by this Assignment Agreement.

This Assignment Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be duly executed as of the date hereof.

[Signature Page Follows]

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FORESIDE FUND SERVICES, LLC

 

/s/ Tessa Cowan
Teresa Cowan, President

 

GRAYSCALE INVESTMENTS, LLC

/s/ Craig Salm
Craig Salm, Chief Legal Officer

 

GRAYSCALE OPERATING, LLC

By: NEW GRAYSCALE INVESTMENTS, LLC, the sole member of Grayscale Operating, LLC

By: GRAYSCALE INVESTMENTS, LLC, the sole member of New Grayscale Investments, LLC

/s/ Craig Salm
Craig Salm, Chief Legal Officer

 

GRAYSCALE INVESTMENTS SPONSORS, LLC

By: GRAYSCALE OPERATING, LLC, the sole member of Grayscale Investments Sponsors, LLC

By: NEW GRAYSCALE INVESTMENTS, LLC, the sole member of Grayscale Operating, LLC

By: GRAYSCALE INVESTMENTS, LLC, the sole member of New Grayscale Investments, LLC

/s/ Craig Salm
Craig Salm, Chief Legal Officer

 

[Signature Page to Foreside Assignment and Assumption Agreement]

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SCHEDULE A

 

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v3.24.4

Document And Entity Information	Jan. 01, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 01, 2025
Entity Registrant Name	Grayscale Bitcoin Cash Trust (BCH)
Entity Central Index Key	0001732409
Entity Emerging Growth Company	true
Securities Act File Number	000-56308
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-6867376
Entity Address, Address Line One	c/o Grayscale Operating, LLC
Entity Address, Address Line Two	290 Harbor Drive, 4th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	212
Local Phone Number	668-1427
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(g) Security	Grayscale Bitcoin Cash Trust (BCH) Shares
Trading Symbol	BCHG

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