Grayscale Bitcoin Cash Trust : Private Placement - Form 8-K

Item 3.02. Unregistered Sales of Equity Securities.

Since the sales reported on the most recently filed Quarterly Report on Form 10-Q by Grayscale Bitcoin Cash Trust (BCH) (the "Trust"), the Trust issued 423,200 Shares at varying prices determined by reference to its NAV per Share to selected "accredited investors," within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), in private placement transactions exempt from the registration requirements of the Securities Act pursuant to Rule 506(c) thereunder for an aggregate of 3,622.34368346 BCH representing $1,785,318. Grayscale Securities, LLC ("Grayscale Securities") acted as the Authorized Participant with respect to these distributions. As a result, there are 39,338,300 Shares issued and outstanding as of May 28, 2024.

Because Shares have been, and continue to be, created and issued on a periodic basis, a "distribution," as such term is used in the Securities Act, may be occurring from time to time. As a result, Grayscale Securities, as Authorized Participant facilitating the creation of Shares and as distributor and marketer, may be deemed an "underwriter" under Section 2(a)(11) of the Securities Act. No underwriting discounts or commissions were paid to Grayscale Securities with respect to such sales.